Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
November 26, 2008
Mack-Cali Realty Corporation
343 Thornall Street
Edison, New Jersey 08837
Re: Mack-Cali Realty Corporation, a Maryland corporation (the Company) Registration Statement on Form S-3 pertaining to Five Million Five Hundred Thousand (5,500,000) shares (the Shares) of common stock of the Company, par value $.01 per share (Common Stock) pursuant to the Companys Dividend Reinvestment and Stock Purchase Plan (the Plan)
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the Act), by the Company on Form S-3 (the Registration Statement), filed or to be filed with the Securities and Exchange Commission (the Commission) on or about November 26, 2008. You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland corporate counsel to the Company and for purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the Documents):
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In reaching the opinions set forth below, we have assumed the following:
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Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
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 Shares have been duly reserved and authorized for issuance by the Company, and when such Shares are issued and delivered by the Company in exchange for payment of the consideration therefor in accordance with the terms and conditions set forth in the Plan and the Directors Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances which now exist or which occur or arise in the future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland corporate counsel to the Company in the section of the Registration Statement entitled Legal Matters. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
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Very truly yours, |
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/s/ Ballard Spahr Andrews & Ingersoll, LLP |
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