-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmXj9y8rO0c8ySdFjCnHnSqIjOJ8Bx/k49KqRpsvdUxbeCLLyfM81fy/ge/PyRmS HyY88ec6O6yhYdqjCsJtbA== 0000903112-99-000138.txt : 19990223 0000903112-99-000138.hdr.sgml : 19990223 ACCESSION NUMBER: 0000903112-99-000138 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990222 EFFECTIVENESS DATE: 19990222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST INC CENTRAL INDEX KEY: 0001061630 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72725 FILM NUMBER: 99546776 BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 22, 1999 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPITAL TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 94-6181186 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 605 Third Avenue, 26th Floor 10016 New York, New York (Zip Code) (Address of Principal Executive Offices) Capital Trust, Inc. 1998 Employee Stock Purchase Plan Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and Capital Trust, Inc. Stock Purchase Loan Plan (Full title of the plans) John R. Klopp Vice Chairman, Chief Executive Officer and President 605 Third Avenue, 26th Floor New York, New York 10016 (Name and address of agent for service) (212) 655-0220 (Telephone Number, Including Area Code, of Agent for Service) ---------------
Calculation of Registration Fee ================================================================================ Proposed maximum Amount to be offering price per Proposed maximum Amount of Title of securities to be registered registered share(1) aggregate offering price(1) registration fee - -------------------------------------------------------------------------------- Class A Common Stock, $.01 par value 1,500,000 $5.375 $8,062,500 $2,241.38 - -------------------------------------------------------------------------------- Total ================================================================================
(1) Estimated solely for purposes of calculating the registration fee in accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low prices per share of the Class A Common Stock as reported on The New York Stock Exchange on February 18, 1999. 805035.4 EXPLANATORY NOTE This Registration Statement on Form S-8 (this "Registration Statement") is being filed by Capital Trust, Inc., a Maryland corporation (the "Registrant"), which is the successor to Capital Trust, a California business trust (the "Predecessor"), following the Mergers (as defined and described below) which were undertaken to effect the reorganization of the Predecessor into a Maryland corporation ("Reorganization"). Prior to the Mergers, the Registrant had engaged in no activities other than those incident to the Reorganization. Pursuant to an agreement and plan of merger, dated as of November 12, 1998 (the "Merger Agreement"), among the Registrant, the Predecessor and Captrust Limited Partnership, a Maryland limited partnership ("CTLP"), and the transactions contemplated thereby, (i) the Predecessor merged with and into CTLP, with CTLP continuing as the surviving entity, and CTLP merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the "Mergers"); (ii) each outstanding class A common share of beneficial interest, par value $1.00 per share ("Class A Common Share"), and each outstanding class A 9.5% cumulative convertible preferred share of beneficial interest, par value $1.00 per share, in the Company, were converted into, respectively, one share of class A common stock, par value $.01 per share ("Class A Common Stock"), and one share of class A 9.5% cumulative convertible preferred stock, par value $.01 per share ("Class A Preferred Stock), of the Registrant; and (iii) the Registrant assumed all outstanding obligations to issue Class A Common Stock under the Plans (as defined and described below). Upon consummation of the Mergers, the entire class of Class A Common Stock became registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with Rule 12g-3(a) thereunder. Such registration was implemented by the Commission's acceptance for filing on January 29, 1999 of the Registrant's Form 8-K Current Report, dated January 28, 1999, and the continuation of the Predecessor's file number (File No. 1- 8063) pursuant to the telephonic interpretation of the staff of the Commission set forth on page 177 of the Division of Corporation Finance's Manual of Publicly-Available Telephone Interpretations (July 1997). The Merger Agreement was approved by the shareholders of the Predecessor at its 1998 annual meeting of shareholders (the "Annual Meeting") for which proxies were solicited pursuant to proxy material contained in the Registrant's Registration Statement on Form S-4 (File No. 333-52619) which was declared effective on December 24, 1998; such proxy material is deemed filed pursuant to Regulation 14A under the Exchange Act in accordance with Instruction E. to Form S-4. Upon consummation of the Mergers, the Registrant assumed the following plans and all outstanding obligations to issue shares of Class A Common Stock thereunder: (i) the Capital Trust amended and restated 1997 long-term incentive share plan, (ii) the Capital Trust amended and restated 1997 non-employee trustee share plan, (iii) the Capital Trust 1998 employee share purchase plan ("Employee Purchase Plan"), (iv) the Capital Trust 1998 non-employee share purchase plan ("Non-Employee Purchase Plan"), and (v) the Capital Trust share purchase loan plan ("Purchase Loan Plan") (collectively, the "Plans"). Shares of Registrant's Class A Common Stock will be used to fund the Plans. After consummation of the Mergers, the Employee Purchase Plan, the Non-Employee Purchase Plan and the Purchase Loan Plan were amended effective as of January 28, 1998 to change all references to "Capital Trust" to "Capital Trust, Inc." and made additional technical revisions that reflect the different capital and governance structure of the Registrant. 805035.4 -2- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information The documents containing the information specified in this Item will be sent or given to participants in the Capital Trust, Inc. 1998 Employee Stock Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and the Capital Trust, Inc. Stock Purchase Loan Plan in accordance with Rule 428(b)(1) under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed either as part of this Registration Statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Item 2. Registrant Information and Employee Plan Annual Information The documents containing the information specified in this Item will be sent or given to participants in the Plans. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents filed with the Commission by the Registrant or the Predecessor are incorporated by reference: (a) The Predecessor's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-8063), as filed with the Commission on February 26, 1998, as amended by Annual Report on Form 10-K/A, as filed with the Commission on April 30, 1998, as further amended by Annual Report on Form 10-K/A, as filed with the Commission on August 17, 1998, as further amended by Annual Report on Form 10-K/A, as filed with the Commission on October 23, 1998, and as further amended by Annual Report on Form 10-K/A, as filed with the Commission on December 11, 1998. (b) (i) The Predecessor's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 1-8063), as filed with the Commission on May 14, 1998, as amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on August 14, 1998, as further amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on October 23, 1998, and as further amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11, 1998; (ii) The Predecessor's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-8063), as filed with the Commission on August 14, 1998, as amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on October 23, 1998, and as further amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11, 1998; 805035.4 -3- (iii) The Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 1-8063), as filed with the Commission on November 16, 1998, and as amended by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11, 1998; (iv) The Predecessor's Current Report on Form 8-K, dated February 9, 1998 (File No. 1- 8063), as filed with the Commission on February 23, 1998; (v) The Predecessor's Current Report on Form 8-K, dated February 27, 1998 (File No. 1-8063), as filed with the Commission on March 13, 1998; (vi) The Predecessor's Current Report on Form 8-K/A, dated January 1, 1998 (File No. 1-8063), as filed with the Commission on March 18, 1998; (vii) The Predecessor's Current Report on Form 8-K, dated March 12, 1998 (File No. 1- 8063), as filed with the Commission on March 19, 1998; (vii) The Predecessor's Current Report on Form 8-K, dated April 21, 1998 (File No. 1- 8063), as filed with the Commission on April 23, 1998; (ix) The Predecessor's Current Report on Form 8-K, dated May 14, 1998 (File No. 1- 8063), as filed with the Commission on May 22, 1998; (x) The Predecessor's Current Report on Form 8-K, dated June 2, 1998 (File No. 1-8063), as filed with the Commission on June 12, 1998; (xi) The Predecessor's Current Report on Form 8-K, dated June 16, 1998 (File No. 1- 8063), as filed with the Commission on June 24, 1998, as amended by Current Report on Form 8-K/A , as filed with the Commission on October 19, 1998; (xii) The Predecessor's Current Report on Form 8-K, dated June 30, 1998 (File No. 1- 8063), as filed with the Commission on July 13, 1998; (xiii) The Predecessor's Current Report on Form 8-K, dated July 28, 1998 (File No. 1-8063), as filed with the Commission on August 6, 1998; (xiv) The Predecessor's Current Report on Form 8-K, dated August 7, 1998 (File No. 1- 8063), as filed with the Commission on August 24, 1998; and (xv) The Registrant's Current Report on Form 8-K, dated January 28, 1999 (File No. 1- 8063), as filed with the Commission on January 29, 1999. (c) The description of the Registrant's Class A Common Stock contained in the Registrant's Proxy Statement/Prospectus, included in Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (File No. 333-52619) as filed with the Commission on December 16, 1998, contained under the caption "PROPOSAL 1--APPROVAL OF THE REORGANIZATION; Description of Authorized Stock of the New Company." 805035.4 -4- All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers The Maryland General Corporation Law (the "MGCL") permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The charter of the Registrant (the "Charter") contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law. The Charter authorizes the Registrant, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer or (b) any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of the Registrant. The Amended and Restated Bylaws of the Registrant (the "Bylaws") obligate the Registrant, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The Charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the 805035.4 -5- Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant. The MGCL requires a corporation (unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. Item 8. Exhibits. 4.1 Capital Trust, Inc. 1998 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 4.2 Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 4.3 Capital Trust, Inc. Stock Purchase Loan Plan (filed as Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ernst & Young L.L.P. 23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (contained in the signature pages hereof). 805035.4 -6- Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 805035.4 -7- (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 805035.4 -8- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 22nd day of February, 1999. CAPITAL TRUST, INC. By: /s/ John R. Klopp ------------------------------------------------ John R. Klopp Vice Chairman, Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Klopp and Edward L. Shugrue III his true and lawful attorney-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name Title Date ---- ----- ---- /s/ John R. Klopp Vice Chairman, Chief Executive February 22, 1999 - ------------------------------------- John R. Klopp Officer and President (principal executive officer); Director /s/ Edward L. Shugrue III Managing Director, Chief February 22, 1999 - ---------------------------------- Edward L. Shugrue III Financial Officer and Treasurer (principal financial officer)
805035.4 -9-
Name Title Date ---- ----- ---- /s/ Samuel Zell Chairman of the Board of February 22, 1999 - --------------- Samuel Zell Directors /s/ Jeffrey A. Altman Director February 22, 1998 - --------------------- Jeffrey A. Altman /s/ Thomas E. Dobrowski Director February 22, 1999 - ------------------------ Thomas E. Dobrowski /s/ Martin L. Edelman Director February 22, 1999 - --------------------- Martin L. Edelman /s/ Gary R. Garrabrant Director February 22, 1999 - ---------------------- Gary R. Garrabrant /s/ Craig M. Hatkoff Director February 22, 1999 - -------------------- Craig M. Hatkoff /s/ Sheli Z. Rosenberg Director February 22, 1999 - ---------------------- Sheli Z. Rosenberg /s/ Steven Roth Director February 22, 1999 - ---------------------- Steven Roth /s/ Lynne B. Sagalyn Director February 22, 1999 - ---------------------- Lynne B. Sagalyn
805035.4 -10- EXHIBIT INDEX Exhibits 4.1 Capital Trust, Inc. 1998 Employee Stock Purchase Plan (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 4.2 Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 4.3 Capital Trust, Inc. Stock Purchase Loan Plan (filed as Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on January 29, 1999 and is incorporated herein by reference). 5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Ernst & Young L.L.P. 23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in Exhibit 5.1). 24.1 Power of Attorney (contained in the signature pages hereof). 805035.4 EX-5.1 2 OPINION OF BALLARD SPAHR EXHIBIT 5.1 [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP] FILE NUMBER 869546 February 22, 1999 Capital Trust, Inc. 605 Third Avenue 26th Floor New York, New York 10016 Re: Capital Trust, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have served as Maryland counsel to Capital Trust, Inc., a Maryland corporation (the "Company"), in connection with certain matters of Maryland law arising out of the registration of up to 1,500,000 shares (the "Shares") of Class A Common Stock, par value $.01 per share, of the Company (the "Common Stock"), covered by the above-referenced Registration Statement filed on or about the date hereof and all amendments thereto (the "Registration Statement"), as filed by the Company under the Securities Act of 1933, as amended (the "1933 Act") with respect to the registration of the Shares. The Shares are to be issued pursuant to the Capital Trust, Inc. 1998 Employee Stock Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan, and the Capital Trust, Inc. 1998 Stock Purchase Loan Plan (together, the "Plans"). 810121.1 Capital Trust, Inc. February 22, 1999 Page 2 In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. The Registration Statement; 2. The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT"); 3. The Amended and Restated Bylaws of the Company, certified as of a recent date by an officer of the Company; 4. The Plans; 5. Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to the approval of the Plans and the issuance and registration of the Shares, certified as of a recent date by an officer of the Company (the "Resolutions"); 6. A certificate of the SDAT, as of a recent date, as to the good standing of the Company; 7. A certificate executed by an officer of the Company, dated as of a recent date (the "Officer's Certificate"); 8. The form of certificate representing the Common Stock; and 9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein. In expressing the opinion set forth below, we have assumed, and so far as is known to us there are no facts inconsistent with, the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 810121.1 Capital Trust, Inc. February 22, 1999 Page 3 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. The form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. 5. All actions taken in connection with the Resolutions were taken at a duly called meeting at which a quorum was present and acting throughout or by unanimous written consent of the directors and filed with the minutes of the proceedings of the Board of Directors. 6. Upon issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue and the Shares will not be issued in violation of any restriction or limitation contained in the Charter. 7. All certificates and affidavits submitted to us are true, correct and complete, both when made and as of the date hereof. 8. Each option or other interest convertible or exchangeable into a Share was duly authorized, validly issued, fully paid and non-assessable at the time of issuance, remains validly issued and outstanding and will be validly issued, outstanding and exchanged or converted in accordance with its terms at the time of any conversion or exchange of such option or other interest into a Share. The phrase "known to us" is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion. 810121.1 Capital Trust, Inc. February 22, 1999 Page 4 Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: 1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. 2. The Shares are duly authorized and, upon issuance in accordance with the Charter, the Plans and the Resolutions, will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, any federal or state laws regarding fraudulent transfers, or any real estate syndication laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act. Very truly yours, /s/ Ballard Spahr Andrew & Ingersoll, LLP 810121.1 EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333- ), of Capital Trust, Inc. (f/k/a California Real Estate Investment Trust) of our report, dated February 14, 1997, with respect to the consolidated balance sheet of Capital Trust and Subsidiaries (f/k/a California Real Estate Investment Trust) as of December 31, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the years ended December 31, 1996 and 1995. /s/ PricewaterhouseCoopers LLP San Francisco, California February 18, 1999 810257.1 EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333- ), pertaining to the Capital Trust, Inc. 1998 Employee Stock Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and the Capital Trust, Inc. Stock Purchase Loan Plan, of our report dated January 23, 1998, with respect to the consolidated balance sheet of Capital Trust and Subsidiaries (f/k/a California Real Estate Investment Trust) as of December 31, 1997 and the related consolidated statements of operations, shareholders' equity and cash flows for the year ended December 31, 1997 included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York February 22, 1999 810259.1 -----END PRIVACY-ENHANCED MESSAGE-----