SL Green Realty Corp.
SL GREEN REALTY CORP (Form: 8-K, Received: 10/22/2010 17:10:59)





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

October 22, 2010

















420 Lexington Avenue



New York, New York







(212) 594-2700



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.              Other Events


Pursuant to the registration rights agreement it entered into with SL Green Realty Corp. (the “Company”), The Swig Investment Company, LLC is registering up to 44,772 shares of the Company’s common stock, par value $0.01 per share, which may be issuable upon redemption of units of limited partnership interests in SL Green Operating Partnership, L.P., the Company’s operating partnership, under the Company’s registration statement on Form S-3 (File No. 333-163914) (the “Registration Statement”), as supplemented by the prospectus supplement filed October 22, 2010 with the Securities and Exchange Commission.


Attached hereto, and incorporated by reference to the Registration Statement is the opinion of Venable LLP relating to the legality of the shares.


Item 9.01.              Financial Statements and Exhibits


(d)           Exhibits


5.1           Opinion of Venable LLP.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.










/S/ Gregory F. Hughes


Gregory F. Hughes


Chief Financial Officer



Date:  October 22, 2010




Exhibit 5.1




October 22, 2010


SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170


Re:          Registration Statement on Form S-3 (File No. 333-163914)


Ladies and Gentlemen:


We have served as Maryland counsel to SL Green Realty Corp., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 44,772 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”), to be sold from time to time by the stockholder of the Company named under the caption “Registering Stockholder” in the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are issuable upon the redemption of Class A Units of limited partnership interest (the “OP Units”) in SL Green Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).


In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):


1.             The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;


2.             The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);


3.             The Second Amended and Restated Bylaws of the Company, as amended by Amendment #1 and Amendment #2, certified as of the date hereof by an officer of the Company;


4.             A certificate of the SDAT as to the good standing of the Company;


5.             Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the registration and issuance of the Shares, certified as of the date hereof by an officer of the Company;



6.             The certificate of limited partnership of the Operating Partnership, certified by the Secretary of State of the State of Delaware;


7.             The First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”), certified as of the date hereof by an officer of the Company;


8.             A certificate executed by an officer of the Company, dated as of the date hereof; and


9.             Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.


In expressing the opinion set forth below, we have assumed the following:


1.             Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.


2.             Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.


3.             Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.


4.             All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.


5.             None of the Shares will be issued, sold or transferred in violation of the restrictions on ownership and transfer contained in the Charter.




Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:


1.             The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.


2.             The issuance of the Shares has been duly authorized and, when and to the extent issued upon redemption of the OP Units in accordance with the Resolutions and the Partnership Agreement, the Shares will be (assuming that, upon any such issuance, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter) validly issued, fully paid and nonassessable.


The foregoing opinion is 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 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.


The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.


This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”).  We hereby consent to the filing of this opinion as an exhibit to the Current Report and  to the use of the name of our firm therein.  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 1933 Act.



Very truly yours,




/s/ Venable LLP