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
Re: 4,181,818 Shares of Class A Common Stock
of Reckson Associates Realty Corp.
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Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
matters with respect to Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission (the "SEC") on or about
September 19, 2000, relating to the registration of 4,181,818 shares of Class
A Common Stock of the Company.
This opinion is based, in part, upon various assumptions and
representations, including representations made by the Company as to factual
matters set forth in the Registration Statement, in registration statements on
Form S-11 and Form S-3 previously filed by the Company with the SEC and in a
letter delivered to us by the Company today. This opinion is also based upon
the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated thereunder and existing administrative and judicial
interpretations thereof, all as they exist at the date of this letter. All of
the foregoing statutes, regulations and interpretations are subject to change,
in some circumstances with retroactive effect. Any changes to the foregoing
authorities might result in modifications of our opinions contained herein.
Based on the foregoing, we are of the opinion that, commencing with the
Company's taxable year ended December 31, 1995, the Company has been organized
in conformity with the requirements for qualification as a real estate
investment trust (a "REIT") under the Code and the proposed method of
operating the Company will enable the Company to meet the requirements for
qualification and taxation as a REIT.
We express no opinion with respect to the transactions described herein
and in the Registration Statement other than those expressly set forth herein.
Furthermore, the Company's qualification as a REIT will depend upon the
Company's meeting, in its actual operations, the applicable asset composition,
source of income, shareholder diversification, distribution and other
requirements of the Code and Treasury Regulations necessary for a corporation
to qualify as a REIT. We will not review these operations and no assurance can
be given that the actual operations of the Company and its affiliates will
meet these requirements or the representations made to us with respect
thereto.
This opinion is furnished to you solely for your use in connection with
the Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement and to the use of our name in
connection with the material discussed therein under the caption "Federal
Income Tax Considerations."
Very truly yours,
/s/ Brown & Wood LLP
