Exhibit 5.1
March 22, 2021
Extra Space Storage Inc.
Suite 300
2795 East Cottonwood Parkway
Salt Lake City, Utah 84121
| Re: | Registration Statement on Form S-3 (Registration No. 333-254236) |
Ladies and Gentlemen:
We have served as Maryland counsel to Extra Space Storage Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 1,840,000 shares (the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of the Company (including up to 240,000 shares of Common Stock which the underwriters in the Offering (as defined herein) have the option to purchase), covered by the above-referenced Registration Statement, and all amendments related thereto (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 to be issued in an underwritten public offering (the “Offering”) pursuant to the Prospectus Supplement (as defined herein).
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 (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The Prospectus, dated March 12, 2021, as supplemented by a Prospectus Supplement, dated March 18, 2021 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof relating to, among other matters, the authorization of the registration, sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;