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Title: |
Opinion Letter |
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Entities: |
CarrAmerica Realty Corp.; CarrAmerica Realty Operating Partnership, LP; CarrAmerica Realty, LP |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 14KB total |
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Price: |
$40 |
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ID: |
#254894 |
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June 29, 2004
CarrAmerica Realty Corporation
CarrAmerica Realty Operating Partnership, L.P.
CarrAmerica Realty, L.P.
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
Ladies and Gentlemen:
This firm has acted as counsel to CarrAmerica Realty Corporation, a Maryland corporation (the ?Company?), CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (?Carr OP?) and CarrAmerica Realty, L.P., a Delaware limited partnership (?CARLP? and, together with the Company, the ?Issuers?), in connection with the Issuers? registration statement on Form S-3 (File No. 333-114049), as amended (the ?Registration Statement?), filed with the Securities and Exchange Commission, relating to the proposed public offering of up to $1,000,000,000 in aggregate amount of one or more series of (i) debt securities of Carr OP (the ?Debt Securities?), (ii) warrants to purchase Debt Securities (the ?Debt Warrants?), (iii) the related unconditional guarantee of the payment of the principal of (and any premium) and interest on the Debt Securities by the Company (the ?Company Guarantees?), and (iv) the related unconditional guarantee of the payment of the principal of (and any premium) and interest on the Debt Securities by CARLP (the ?CARLP Guarantees,? and together with the Debt Securities, Debt Warrants and Company Guarantees, the ?Securities?), which may be offered and sold by the Issuers from time to time as set forth in the prospectus dated May 17, 2004 (the ?Prospectus?), and as may be set forth from time to time in one or more supplements to the Prospectus. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ? 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents (the ?Documents?):
| 1. | An executed copy of the Registration Statement. |
| 2. | Indenture for Senior Debt Securities, filed as Exhibit 4.1 to the Registration Statement (the ?Senior Indenture?). |
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