SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 26, 1996
CARRAMERICA REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of Principal Executive Offices) (Zip Code)
The Registrant's telephone number, including area code: (202) 624-7500
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Item 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit
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5 Opinion of Hogan & Hartson L.L.P., which is being
filed pursuant to Regulation 601(b)(5) as an exhibit
to the Registrant's registration statement on Form
S-3, file no. 333-04519, under the Securities Act of
1933, as amended, and which, as this Form 8-K filing
is incorporated by reference in such registration
statement, is set forth in full in such registration
statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 26, 1996 CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
November 26, 1996
Board of Directors
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, DC 20006
Ladies and Gentlemen:
We are acting as counsel to CarrAmerica Realty Corporation, a Maryland
corporation (the "Company"), in connection with its registration statement on
Form S-3 (File No. 333-04519) (the "Registration Statement") previously declared
effective by the Securities and Exchange Commission relating to the proposed
public offering of securities of the Company that may be offered and sold by the
Company from time to time as set forth in the prospectus which forms a part of
the Registration Statement (the "Prospectus"), and as to be set forth in one or
more supplements to the Prospectus (each a "Prospectus Supplement"). This
opinion letter is rendered in connection with the proposed public offering of up
to 5,750,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), as described in the prospectus supplement dated November 21, 1996.
This opinion letter is furnished to you at your request to be filed pursuant to
Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Articles of Amendment and Restatement of Articles of
Incorporation of the Company, as amended, as certified by
the State Department of Assessment and Taxation of the State
of Maryland on November 19, 1996 and by the Secretary of the
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Company on the date hereof as then being complete, accurate and
in effect.
3. The Second Amendment and Restatement of Bylaws of the
Company, as certified by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
4. Executed copies of the Underwriting Agreement dated November
21, 1996 among the Company, CarrAmerica Realty, L.P. and
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, Prudential Securities Incorporated, Legg Mason
Wood Walker, Incorporated, and Wheat, First Securities as
underwriters (the "Underwriters"), and the Terms Agreement
dated November 21, 1996 among the Company and the
Underwriters relating to the purchase and sale of the Shares
(collectively, the "Underwriting Agreement").
5. Resolutions of the Board of Directors of the Company adopted
on April 26, 1996 and November 19, 1996 and of the Pricing
Committee of the Board of Directors adopted on November 21,
1996, as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect,
relating to the filing of the Registration Statement and the
issuance and sale of the Shares and arrangements in
connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Maryland. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the opinion
that following issuance of the Shares pursuant to the terms of the Underwriting
Agreement and receipt by the Company of the consideration for the Shares
specified in the resolutions of the Board of Directors and the Pricing Committee
referred to above, the Shares will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Maryland.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
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We hereby consent to the reference to this firm under the
caption "Legal Matters" in the Prospectus Supplement. In giving this consent, we
do not thereby admit that we are an "expert" within the meaning of the
Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
