Exhibit 5.1
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August 14, 2023
Board of Trustees
Public Storage
701 Western Avenue
Glendale, California 91201-2349
Ladies and Gentlemen:
We are acting as counsel to Public Storage, a Maryland real estate investment trust, formerly known as New PSA (the “Company”), in connection with its Post-Effective Amendment No. 1 (the “Post Effective Amendments”) to each of the Registration Statements on Form S-8, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) by Public Storage Operating Company, a Maryland real estate investment trust, formerly known as Public Storage (the “Predecessor”) on July 27, 2007 (Registration No. 333-144907), May 2, 2014 (Registration No. 333-195646), April 27, 2016 (Registration No. 333-210937) and May 3, 2021 (Registration No. 333-255733) (collectively, the “Registration Statements”). The Company is filing the Post-Effective Amendments to adopt the Registration Statements pursuant to Rule 414(d) under the 1933 Act as the successor issuer to the Predecessor. The Registration Statements, as amended by the Post-Effective Amendments, relate to the registration by the Company of up to: (i) 5,000,000 shares of common shares of beneficial interest, par value $0.10 per share (“Common Shares”) under the Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan (the “2007 Plan”), (ii) 771,269 Common Shares under the 2007 Plan, (iii) 2,000,000 Common Shares under the Public Storage 2016 Equity and Performance-Based Incentive Compensation Plan (the “2016 Plan”) and (iv) 5,251,209 Common Shares under the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan (the “2021 Plan” and together with the 2007 Plan and 2016 Plan, the “Plans”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Post-Effective Amendments.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original
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