EXHIBIT 5.1
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0057
Telephone: 212-839-5300
Facsimile: 212-839-5599
July 21, 2000
FrontLine Capital Group
1350 Avenue of the Americas
New York, New York 10019
Dear Sirs:
We have acted as counsel for FrontLine Capital Group, a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering 2,500,000 shares of Common Stock,
par value $.01 per share (the "Common Stock") of FrontLine Capital Group. In
such capacity, we have examined the 2000 Employee Stock Option Plan (the
"Plan"), the First Amended and Restated Certificate of Incorporation and
Amended and Restated By-laws of the Company, and such other documents of the
Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion, when the
shares of Common Stock to be issued pursuant to the Plan have been issued and
paid for in accordance with the terms of the Plan and the Registration
Statement, such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
