Exhibit 5.2


                                   [LETTERHEAD OF
                          PRYOR CASHMAN SHERMAN & FLYNN LLP]


                                    June 17, 1998




Mack-Cali Realty Corporation
Mack-Cali Realty, L.P.
11 Commerce Drive
Cranford, New Jersey 07016

Ladies and Gentlemen:

     We are acting as counsel to Mack-Cali Realty Corporation, a Maryland 
corporation (the "Company") and Mack-Cali Realty, L.P., a Delaware limited 
partnership (the "Operating Partnership") in connection with the Registration 
Statement on Form S-3 of up to $2,000,000,000 in maximum aggregate offering 
price of (i) shares or fractional shares of the Company's preferred stock, 
par value $.01 per share ("Preferred Stock"), (ii) shares of the Company's 
Preferred Stock represented by depositary shares ("Depositary Shares") and 
(iii) unsecured non-convertible debt securities of the Operating Partnership 
("Debt Securities").  The Preferred Stock, Depositary Shares and Debt 
Securities are the subject of a Registration Statement (the "Registration 
Statement") filed by the Company and the Operating Partnership on Form S-3 
under the Securities Act of 1933, as amended (the "Act").

     In our capacity as your counsel in connection with this Registration 
Statement, we are familiar with the proceedings taken and proposed to be taken
by the Operating Partnership in connection with the authorization and issuance 
of the Debt Securities and, for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed.  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.    

     Based upon and subject to the foregoing, it is our opinion that:

1.   The Operating Partnership is a limited partnership duly organized and
validly existing under the laws of the state of Delaware. 

2.   Upon the adoption by the Board of Directors of the Company, as sole general
partner of the Operating Partnership, of a resolution in form and content
required under applicable law, the Operating Partnership shall have the
authority to issue the Debt Securities to be registered under the Registration
Statement and when (a) the applicable provisions of the Act and such state "blue
sky" or securities laws as may be applicable have been complied with and (b) the
Debt Securities have been issued and delivered for value as contemplated in the
Registration Statement, such Debt Securities shall be legally issued and shall
be binding obligations of the Operating Partnership.

     To the extent that the obligations of the Operating Partnership as obligor
under an indenture may be dependent upon such matters, we have assumed for
purposes of this opinion that upon the Operating Partnership's selection of a
trustee, from time to time as may be necessary, (i) such trustee shall be duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and shall be duly qualified to engage in the
activities contemplated by the indenture, (ii) that upon the issuance of Debt
Securities, if at all, such indenture shall be duly authorized, executed and
delivered by and constitute the legal, valid and binding obligation of such
trustee enforceable in accordance with its terms, (iii) that such trustee shall
be in compliance, generally and with respect to acting as trustee under such
indenture, with all applicable laws and regulations and (iv) that such trustee
shall have the requisite organizational and legal power and authority to perform
its obligations under such indenture.

     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 furnished 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.


                         Very truly yours,

                         /s/ Pryor Cashman Sherman & Flynn LLP