EXHIBIT 5.1
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0057
Telephone: 212-839-5300
Facsimile: 212-839-5599
June 5, 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 100,000 shares of Common Stock, par
value $.01 per share (the "Common Stock") of FrontLine Capital Group, together
with such indeterminable amount of interests ("Interests") in the Reckson
Management Group, Inc. 401(k) Plan (the "Plan") as may be purchased with
contributions under the Plan. In such capacity, we have examined the First
Amended and Restated Certificate of Incorporation and Amended and Restated
By-laws of the Company, the Plan, 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, (i)
the shares of Common Stock purchased with contributions under the Plan will be
legally issued, fully paid and nonassessable and (ii) the Interests, to the
extent such Interests vest to the benefit of the participants in the Plan,
will have been duly and validly authorized and will be valid Interests.
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
