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Exhibit 5.3
March 31, 2022
Extra Space Storage Inc.
2795 East Cottonwood Parkway
Suite 300
Salt Lake City, UT 84121
| Re: | Registration Statement on Form S-3 (Registration No. 333-254236) |
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to ESS Holdings Business Trust I, a Massachusetts business trust (“ESS I”), and ESS Holdings Business Trust II, a Massachusetts business trust (“ESS II”) (each, a “Trust” and collectively, the “Trusts”), in connection with the issuance and sale by Extra Space Storage LP, a Delaware limited partnership (the “Operating Partnership”), of $400,000,000.00 aggregate principal amount of 3.900% Senior Notes due 2029 (the “Notes”) and the guarantee of the Notes by the Trusts and Extra Space Storage Inc., a Maryland corporation (together with the Trusts, “Guarantors”), of the obligations of the Operating Partnership under the Notes, each covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Operating Partnership and Guarantors with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Notes and the Guarantee are being issued pursuant to a Base Indenture dated as of May 11, 2021, among the Operating Partnership, Guarantors, and Computershare Trust Company, N.A. as successor trustee to Wells Fargo Bank, National Association, (the “Trustee”), as amended by the Third Supplemental Indenture, dated March 31, 2022, (the “Third Supplemental Indenture” and together with the Base Indenture the “Indenture”).
In such capacity, we have examined the following documents (the “Documents”):
| 1. | the Registration Statement; |
| 2. | the Prospectus, dated May 4, 2021, as supplemented by (i) a Preliminary Prospectus Supplement, dated September 13, 2021, (ii) a Prospectus Supplement, dated September 13, 2021, and (iii) a Prospectus Supplement dated March 22, 2022, each in the form appearing on EDGAR; |
| 4. | the Agreement and Declaration of Trust of ESS I, dated and filed with the Secretary of State of the Commonwealth of Massachusetts (the “Secretary”) on |