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                                                                     Exhibit 5.1



                          Jones, Day, Reavis & Pogue
                             901 Lakeside Avenue
                            Cleveland, Ohio 44114



                              September 26, 2001


Forest City Enterprises, Inc.
50 Public Square
Cleveland, Ohio  44113

Re: 2,600,000 Shares of Class A Common Stock, par value $0.33 1/3 per share, to
be Offered Through Underwriters

Ladies and Gentlemen:

         We are acting as counsel for Forest City Enterprises, Inc., an Ohio
corporation (the "Company"), in connection with the issuance and sale of
2,600,000 shares of Class A Common Stock, par value $0.33 1/3 per share, of the

Company (the "Shares") in accordance with the Pricing Agreement, dated
September 24, 2001, (the "Pricing Agreement") by and among the Company and
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
McDonald Investments Inc., a KeyCorp Company, (collectively the
"Underwriters"), and the Underwriting Agreement, dated May 14, 1997 (the
"Underwriting Agreement"), by and among the Company and Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation and McDonald & Company Securities, Inc.

         In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary
for purposes of this opinion. Based upon the foregoing and subject to the
qualifications and limitations stated herein, we are of the opinion that the
Shares are duly authorized and, when issued and delivered to the Underwriters
pursuant to the terms of the Underwriting Agreement and the Pricing Agreement
against payment of the consideration therefor as provided therein, will be
validly issued, fully paid, and nonassessable.

         Our examination of matters of law in connection with the opinions
expressed herein has been limited to, and accordingly our opinions herein are
limited to the General Corporation Law of the State of Ohio, including the
applicable provisions of the Ohio Constitution and the reported judicial
decisions interpreting such law. We express no opinion with respect to any
other law of the State of Ohio or any other jurisdiction.

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         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Current Report on Form 8-K in order to supplement the Registration Statement No.
333-41437 on Form S-3 (the "Registration Statement") filed by the Company to
effect registration of the Shares under the Securities Act of 1933 (the "Act")
and to the reference to us under the caption "Validity of Class A Common Stock"
in the Prospectus constituting a part of such Registration Statement. In giving
such consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

                                                              Very truly yours,

                                                  /s/ Jones, Day, Reavis & Pogue