EX-5.1 2 0002.txt OPINION LETTER 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