Exhibit 5
SIDLEY XXXXXX XXXXX & XXXX LLP
BEIJING 000 XXXXXXX XXXXXX XXX XXXXXXX
---- XXX XXXX, XXX XXXX 00000 ----
BRUSSELS TELEPHONE 000 000 0000 NEW YORK
---- FACSIMILE 212 839 5599 ----
CHICAGO xxx.xxxxxx.xxx SAN FRANCISCO
---- ----
DALLAS FOUNDED 1866 SHANGHAI
---- ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
January 21, 2004
Reckson Operating Partnership, L.P.
c/o Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-3 (File No. 333-67129) filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of debt
securities of Reckson Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), in an aggregate initial public
offering price not to exceed $500,000,000 (the "Debt Securities"). The
Registration Statement was declared effective by the Commission on March 11,
1999. On January 14, 2004, the Operating Partnership entered into an
underwriting agreement and related terms agreement with regard to a public
offering of $150,000,000 aggregate principal amount of its 5.15% Notes due
2011 (the "Notes"), on terms set forth in a prospectus supplement dated
January 14, 2004 to the prospectus dated January 14, 2004 (collectively, the
"Prospectus"). The Notes will be issued pursuant to an indenture dated as of
March 26, 1999 among the Operating Partnership, as issuer, Reckson Associates
Realty Corp. (the "Company"), as guarantor, if applicable, and The Bank of New
York, as trustee (the "Indenture").
In arriving at the opinions expressed below, we have examined such
documents and records as we deemed appropriate, including the following: the
Certificate of Limited Partnership and the Amended and Restated Agreement of
Limited Partnership, as amended, of the Operating Partnership and the Articles
of Incorporation and the Bylaws, as amended, of the Company; records of
corporate proceedings of the Company; the Registration Statement; the
Indenture; the form of Notes; the Prospectus; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion.
Based upon the foregoing, and subject to the limitations,
qualifications and exceptions set forth herein, we are of the opinion that the
Notes have been duly authorized by all necessary partnership action of the
Operating Partnership, and when the Notes have been duly executed,
authenticated and delivered against consideration therefor as contemplated in
the Prospectus, the Notes will constitute valid and legally binding
obligations of the Operating Partnership and
SIDLEY XXXXXX XXXXX & XXXX LLP IS A DELAWARE LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY XXXXXX XXXXX & XXXX PARTNERSHIPS
registered holders of the Notes will be entitled to the benefits of the
Indenture; provided, however, that the foregoing opinion is subject, as to
enforcement against the Operating Partnership, to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
enforcement of creditors' rights generally and to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law).
We are members of the Bar of the State of New York and, accordingly
we express no opinion as to the laws of any jurisdiction other than the laws
of the State of New York, the federal securities laws of the United States of
America and the Revised Uniform Limited Partnership Act of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Current Report of the Operating Partnership on Form 8-K dated January 21, 2004
and to the references to our firm in the Prospectus under the caption "Legal
Matters."
Very truly yours,
/s/ Sidley Xxxxxx Xxxxx & XXXX LLP
SIDLEY XXXXXX XXXXX & XXXX LLP IS A DELAWARE LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY XXXXXX XXXXX & XXXX PARTNERSHIPS
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