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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



May 16, 2003
(Date of Report (Date of Earliest Event Reported))

iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)
  1-15371
(Commission File Number)
  95-6881527
(IRS Employer Identification Number)

1114 Avenue of the Americas, 27th Floor New York, New York
(Address of Principal Executive Offices)

 

10036
(Zip Code)

(212) 930-9400
(Registrant's Telephone Number, Including Area Code)





Item 7. Exhibits

        The following exhibit is filed with this Report pursuant to Regulation S-K Item 601 in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, file No. 333-32946, under the Securities Act of 1933, as amended (the "Registration Statement"), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement.

Exhibit
Number

  Exhibit
5.1   Opinion of Clifford Chance US LLP.

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SIGNATURES

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

    iSTAR FINANCIAL INC.

Date: May 16, 2003

 

By:

 

/s/  
JAY SUGARMAN      
Jay Sugarman
Chairman and Chief Executive Officer

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SIGNATURES