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): April 18, 1997
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)
Registrant's telephone number, including area code: (202) 624-7500
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
Number Exhibit
5.1 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. 333-22353, under the Securities Act of
1933, as amended, and which, since this Form 8-K
filing is incorporated by reference in such
registration statement, will be set forth in full in
such registration statement as of the time of this
filing.
5.2 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. 333-22353, under the Securities Act of
1933, as amended, and which, since this Form 8-K
filing is incorporated by reference in such
registration statement, will be set forth in full in
such registration statement as of the time of this
filing.
23.1 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.1).
23.2 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.2).
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: April 18, 1997 CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
Exhibit 5.1
April 18, 1997
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. 333-22353) (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 April 14, 1997. 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 April 16, 1997
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
April 14, 1997 among the Company, CarrAmerica Realty,
L.P. and Goldman, Sachs & Co., Legg Mason Wood
Walker, Incorporated, J.P. Morgan Securities Inc.,
Prudential Securities Incorporated and Wheat, First
Securities as underwriters (the "Underwriters"), and
the Terms Agreement dated April 14, 1997 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 January 27, 1997 and April 11, 1997 and of
the Pricing Committee of the Board of Directors
adopted on April 14, 1997, 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
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). 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
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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.
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.
Exhibit 5.2
April 18, 1997
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. 333-22353) (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
offering of up to 2,464,286 shares of the Company's common stock, par value $.01
per share (the "Shares"), to Security Capital Holdings S.A. as described in the
prospectus supplement dated April 14, 1997. 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 April 16, 1997
and by the Secretary of the
<PAGE>
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 copy of the Subscription Agreement dated
April 14, 1997 among the Company, Security Capital
Holdings S.A. and Security Capital U.S. Realty
relating to the purchase and sale of the Shares (the
"Subscription Agreement").
5. Resolutions of the Board of Directors of the Company
adopted on January 27, 1997 and April 11, 1997, 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
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). 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
Subscription Agreement and receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors 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
<PAGE>
or furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
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.
