In connection with rendering this opinion, we have reviewed such documents and made such inquiries as we have deemed appropriate for purposes of rendering this opinion. The Company has delivered certain representations to us as set forth in an Officers’ Certificate dated November 10, 2009 (the “Officers’ Certificate”), and, with the Company’s permission, we have relied upon such representations in giving this opinion. In rendering this opinion, we have assumed, with your consent, that (i) the statements and representations set forth in the Officers’ Certificate are true and correct, and (ii) the Officers’ Certificate has been executed by appropriate and authorized officers of the Company. Although we have not independently investigated the representations to us set forth in the Officers’ Certificate, nothing has come to our attention that would lead us to question the accuracy of any representation contained in the Officers’ Certificate.
Based on the foregoing and in reliance thereon and subject thereto and on an analysis of the Code, Treasury Regulations thereunder, judicial authority and current administrative rulings and such other laws and facts as we have deemed relevant and necessary, it is our opinion that (i) beginning with its taxable year ended December 31, 1997, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, and its current and proposed method of operation (as represented in the Officers’ Certificate, the Prospectus and the Prospectus Supplement) will enable the Company to continue to meet the requirements for qualification and taxation as a REIT for subsequent taxable years; (ii) the Company’s current method of operation (as represented in the Officers’ Certificate, the Prospectus and the Prospectus Supplement) will enable the Partnerships (as defined in the Officers’ Certificate) to be treated for U.S. federal income tax purposes as partnerships (or disregarded entities) and not as associations taxable as corporations or as publicly-traded partnerships; and (iii) the statements in the Prospectus under the caption “U.S. Federal Income Tax Considerations,” as amended and supplemented by the statements in the Prospectus Supplement under the caption “Additional U.S. Federal Income Tax Considerations,” to the extent that they describe matters of law or legal conclusions, are correct in all material respects.
Any variation or difference in the facts from those set forth in the Officers’ Certificate may affect the conclusions stated herein. Moreover, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet, through actual annual operating results, distribution levels and diversity of share ownership and the various qualification tests imposed under the Code, the results of which have not been and will not be reviewed by us. Accordingly, no assurance can be given that the actual results of the Company’s operations for any taxable year will satisfy such requirements.
We confirm the accuracy of the discussion under the captions “U.S. Federal Income Tax Considerations” and “Legal Opinions” in the Registration Statement and Prospectus and the caption “Legal Matters” in the Prospectus Supplement and we
