August  9, 1996


Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey  07016

Gentlemen:

       We refer to the  Registration  Statement on Form S-3, File No 333 -______
(the "Registration Statement"), as filed by you with the Securities and Exchange
Commission with respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of 93,458 shares (the "Shares"),  $.01 par value per Share,
of the Common Stock of Cali Realty Corporation (the "Company"),  for reoffer and
resale  by a certain  selling  shareholder  (the  "Selling  Shareholder")  named
therein.

       We are  qualified to practice law in the State of New York. We express no
opinion as to, and,  for the purposes of the opinion set forth  herein,  we have
conducted  no  investigation  of, and do not  purport to be experts on, any laws
other than the laws of the State of New York, the Maryland  General  Corporation
Law and the federal laws of the United States of America.

       We have been advised that the Selling  Shareholder  acquired its right to
receive Shares in connection  with an  acquisition  by the Company.  Such rights
enable the Selling Shareholder to exchange certain limited partnership interests
("Units") in the operating  partnership  through which the Company  conducts its
real  estate  activities  (the  "Operating  Partnership")  for  Shares.  We have
examined  the Amended  and  Restated  Agreement  of Limited  Partnership  of the
Operating  Partnership,  and such other documents as we considered necessary for
the purposes of this opinion. Based on such examination,  it is our opinion that
the Shares have been duly  authorized  and,  upon  issuance  upon  redemption of
Units, will be legally issued,  fully-paid and non-assessable  under the laws of
the State of Maryland (the state of incorporation of the Company).

       We consent to the use of this  opinion as an exhibit to the  Registration
Statement.


                                             Very truly yours,
                                             /s/ Pryor, Cashman, Sherman & Flynn
                                             -----------------------------------
                                             Pryor, Cashman, Sherman & Flynn