BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
TELEPHONE: (212) 839-5300
FACSIMILE: (212) 839-5599
September 19, 2000
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Ladies and Gentlemen:
This opinion is furnished in connection with the registration statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the offering from time to time by
a selling stockholder of up to 4,181,818 shares of common stock, par value
$0.01 per share (the "Common Shares"), of Reckson Associates Realty Corp. (the
"Company").
In connection with rendering this opinion, we have examined the Company's
Amended and Restated Certificate of Incorporation, Amended and Restated
Bylaws, records of the Company's corporate proceedings, the Registration
Statement and such other certificates, records and documents as considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the State of New York. We
express no opinion concerning the laws of any of the jurisdictions other than
the laws of the United States of America, the State of Maryland and the State
of New York.
Based upon the foregoing, we are of the opinion that the Common Shares
are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the caption "Legal
Matters" in the prospectus.
Very truly yours,
/s/ Brown & Wood LLP
