CARRAMERICA REALTY CORP
8-K, 1997-01-31
REAL ESTATE INVESTMENT TRUSTS
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                       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): January 31, 1997



                         CARRAMERICA REALTY CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Maryland                         1-11706               52-1796339
- ----------------------------            -----------            -------------
(State or Other Jurisdiction            (Commission            (IRS Employer
of Incorporation)                       File Number)           Identification
                                                               Number)


1700 Pennsylvania Avenue, N.W., Washington, D.C.                 20006
- ------------------------------------------------           ----------------
(Address of Principal Executive Offices)                  (Zip Code)


     The Registrant's telephone number, including area code: (202) 624-7500


<PAGE>

Item 7.  Financial Statements and Exhibits.
- -------------------------------------------


Exhibit
Number            Exhibit
- ------            -------

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:  January 31, 1997                          CARRAMERICA  REALTY CORPORATION



                                                  By: /s/ Brian K. Fields
                                                     ---------------------------
                                                         Brian K. Fields
                                                         Chief Financial Officer









                                January 31, 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. 333-04519) (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 3,450,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"),  as described in the  prospectus  supplement  dated January 28, 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
             January 27, 1997 and by the Secretary of the

<PAGE>
Board of Directors
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, DC  20006
Page 2

             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 January 28,
             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  January  28,  1997  among  the  Company  and  the
             Underwriters riters 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 January 27, 1997 and of the Pricing Committee of
             the Board of Directors adopted on January 27, 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
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

<PAGE>

Board of Directors
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, DC  20006
Page 3


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
wil l 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.



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