Exhibit 5.1
[Letterhead of Seyfarth Shaw LLP]
March 12, 2010
Mack-Cali Realty Corporation
Mack-Cali Realty, L.P.
343 Thornall Street
Edison, New Jersey 08837
Ladies and Gentlemen:
We are acting as counsel to Mack-Cali Realty Corporation, a Maryland corporation (the
Company) in connection with the automatic shelf registration statement on Form S-3 (the
Registration Statement) registering 1,996,539 shares of the Companys common stock, par
value $.01 per share (the Shares) under the Securities Act of 1933, as amended (the
Securities Act).
In our capacity as your counsel in connection with the Registration Statement, we are familiar
with the proceedings taken by the Company in connection with the authorization and issuance of the
Common Stock. In addition, we have made such legal and factual examinations and inquiries,
including examination of originals or copies of originals, certified or otherwise identified to our
satisfaction, of such documents, corporate records and instruments, as we have deemed necessary or
appropriate for purposes of this opinion, including without limitation: (i) the Companys Articles
of Restatement dated September 18, 2009 (the Charter), (ii) the Companys Amended and
Restated Bylaws, as amended, (iii) the Second Amended and Restated Agreement of Limited Partnership
of Mack-Cali Realty, L.P., as amended (the Operating Partnership), (iv) resolutions
adopted by the Board of Directors of the Company on March 10, 2010 (the Resolutions),
(v) the Registration Statement, including the prospectus the Prospectus) included
therein, and (vi) such other documents and matters as we have deemed necessary and appropriate to
render the opinions set forth in this letter, subject to the limitations, assumptions, and
qualifications noted below. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to executed documents of
all unexecuted copies submitted to us, and the conformity to the originals of photostatic copies.
We have also assumed that none of the Shares will be transferred in violation of the provisions of
Article VI of the Charter, relating to restrictions on ownership and transfer of capital stock.
We are admitted to the Bar in the State of New York and 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, the limited partnership laws of the State of Delaware, and the laws of the
United States of America.
Based upon and subject to the foregoing, it is our opinion that:
1. The Company has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the State of Maryland.
2. The Operating Partnership has been duly
formed and is validly existing as a limited partnership in good standing under the laws of the
State of Delaware.
3. The authorized capital stock of the Company
conforms as to legal matters to the description thereof contained in the Prospectus.
4. The issuance of the units of limited
partnership interest of the Operating Partnership, which may be redeemed for cash or, at the
election of the Company, on a one-for-one basis for the Shares covered by the Registration
Statement, has been duly authorized by all necessary corporate action on the part of the Company,
acting in its capacity as general partner of the Operating Partnership, and such units have been
validly issued and are fully paid and non-assessable.
5. The issuance of the Shares has been duly
authorized by all necessary corporate action on the part of the Company and when such Shares are
issued and delivered by the Company in exchange for the consideration therefor as provided in the
Resolutions, such Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further
consent to the reference to us under the heading Legal Matters in the Registration Statement, the
Prospectus constituting a part thereof and any amendments thereto.
This opinion is rendered only to you and is solely for your benefit in connection with the
transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to, or relied upon by any other person, firm or corporation for any purpose,
without our prior written consent.
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Very truly yours,
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/s/ Seyfarth Shaw LLP
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Seyfarth Shaw LLP |
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