Exhibit 5.1
_________________________
300 East Lombard Street, 18th Floor
Baltimore, MD 21202-3268
TEL 410.528.5600
FAX 410.528.5650
www.ballardspahr.com
March 19, 2021
Broadstone Net Lease, Inc.
800 Clinton Square
Rochester, New York 14604
| Re: | Broadstone Net Lease, Inc., a Maryland corporation (the “Company”) – Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (as amended from time to time, the “Registration Statement”) |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement, of the issuance to and resale by certain selling stockholders (the “Selling Stockholders”) named in the Prospectus included as part of the Registration Statement, of up to 9,081,530 shares (the “Shares”) of common stock, par value $0.00025 per share, of the Company (the “Common Stock”). The Shares are comprised 4,626,225 shares of Common Stock (the “Issued Shares”) previously issued to the Selling Stockholders, and up to 4,455,305 shares of Common Stock (the “Redemption Shares”) as may be issued or issuable from time to time to the Selling Stockholders upon the exchange or redemption by the Selling Stockholders of certain previously issued non-managing membership interests (the “OP Units”) in Broadstone Net Lease, LLC (the “Operating Company”). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
(i) the corporate charter of the Company (the “Charter”) represented by Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on October 18, 2007, Articles of Amendment filed with the Department on September 14, 2020, Articles Supplementary filed with the Department on September 14, 2020, and Articles of Amendment filed with the Department on September 18, 2020;
(ii) the Second Amended and Restated Bylaws of the Company, effective as of March 23, 2020 (the “Bylaws”);
(iii) the Action by Written Consent of the Board of Directors (the “Board of Directors”) of the Company in Lieu of an Organizational Meeting, dated as of October 19, 2007 (the “Organizational Resolutions”);
BALLARD SPAHR LLP
Broadstone Net Lease, Inc.
March 19, 2021
Page 2
(iv) resolutions adopted by the Board of Directors dated as of March 18, 2021 (together with the Organizational Resolutions, the “Directors’ Resolutions”);
(v) the Second Amended and Restated Operating Agreement of the Operating Company, dated September 21, 2020 (the “Operating Agreement”);
(vi) the Registration Statement and the related form of prospectus included therein;
(vii) a certificate executed by two officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Directors’ Resolutions and Operating Agreement are true, correct and complete, have not been rescinded or modified and are in full force and effect as of the date of the Officers’ Certificate, and certifying as to, among other things, the manner of adoption or approval of the Directors’ Resolutions, the form of the Operating Agreement, and the authorization for issuance of the Shares and the receipt by the Company of the consideration in exchange for the issuance of the Issued Shares;
(viii) a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; and
(ix) such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.
In reaching the opinions set forth below, we have assumed the following:
(a) each person executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;
(b) each natural person executing any of the Documents is legally competent to do so;
(c) any of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;
(d) the Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof;
BALLARD SPAHR LLP
Broadstone Net Lease, Inc.
March 19, 2021
Page 3
(e) the Company has not, and is not required to be, registered under the Investment Company Act of 1940;
(f) none of the Shares have been or will be issued or transferred in violation of the provisions of Article VII of the Charter relating to restrictions on ownership and transfer of shares of stock of the Company; and
(g) upon the issuance of the Redemption Shares subsequent to the date hereof, the total number of shares of Common Stock issued and outstanding on the date subsequent to the date hereof on which the Redemption Shares are issued will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter.
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
2. The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company; the Issued Shares have been validly issued and are fully paid and non-assessable; and the Redemption Shares, when issued and delivered by the Company upon tender and exchange of the applicable OP Units, in accordance with the terms and conditions of the Operating Agreement, will be validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinions are expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland corporate counsel to the Company in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Ballard Spahr LLP
