To the Board of Directors and Shareholders of
Cali Realty Corporation
and the Partners of Cali Group
In our opinion, the accompanying consolidated balance sheets and the related consolidated and combined statements of operations, of stockholders' equity and partners' deficit and of cash flows present fairly, in all material respects, the financial position of Cali Realty Corporation (the "Company") and its subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for the periods ended December 31, 1996, 1995 and 1994, and the results of operations and cash flows of Cali Group for the period January 1, 1994 through August 30, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's and Cali Group's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLPNew York, New York
February 18, 1997