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): July 24, 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.
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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: July 25, 1996 CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
Hogan & Hartson
L.L.P.
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004-1109
July 24, 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 7,475,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), as described in the prospectus supplement
dated July 18, 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. Section
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 July 12, 1996 and by the Secretary of
the Company on the date hereof as then being complete,
accurate and in effect.
3. The Amendment and Restatement of Bylaws of the Company, as
amended, as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and in
effect.
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4. Executed copies of the Purchase Agreement dated July 18,
1996 among the Company and the several Underwriters named
therein, for whom Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, Dean Witter Reynolds Inc., J.P. Morgan
Securities Inc., Prudential Securities Incorporated, Legg
Mason Wood Walker, Incorporated, and Wheat, First
Securities, Inc. are acting as representatives (the
"Representatives"), and the Terms Agreement dated July 18,
1996 among the Company and the Representatives relating to
the purchase and sale of the Shares (collectively, the
"Purchase Agreement").
5. Resolutions of the Board of Directors of the Company
adopted on April 26, 1996 and June 25, 1996 and of the
Pricing Committee of the Board of Directors dated July 18,
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
Purchase 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.
