EXHIBIT 5.1
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
June 5, 2000
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Dear Sirs:
We have acted as counsel for Reckson Associates Realty Corp., a
Maryland corporation (the "Company"), in connection with the proposed filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purpose of registering 100,000 shares of Common Stock, par
value $.01 per share (the "Common Stock") of Reckson Associates Realty Corp.,
together with such indeterminable amount of interests ("Interests") in the
Reckson Management Group, Inc. 401(k) Plan (the "Plan") as may be purchased
with contributions under the Plan. In such capacity, we have examined the
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws
of the Company, the Plan, and such other documents of the Company as we have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.
Based upon the foregoing, we advise you that, in our opinion (i) the
shares of Common Stock purchased with contributions under the Plan will be
legally issued, fully paid and nonassessable and (ii) the Interests, to the
extent such Interests vest to the benefit of the participants in the Plan,
will have been duly and validly authorized and will be valid Interests.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
