Rexford Industrial Realty (REXR) 8-K Other Events

Exhibit 5.1

      750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com

May 27, 2021

Rexford Industrial Realty, Inc.

11620 Wilshire Boulevard, Suite 1000

Los Angeles, CA 90025

Re: Registration Statement on Form S-3

Commission File No. 333-249932  

Ladies and Gentlemen:

We have served as Maryland counsel to Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of the offering and sale by the Forward Sellers (as defined below) of (a) 9,000,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and (b) the Settlement Shares (as defined below) that may be delivered by the Company upon settlement of the Forward Sale Agreements (as defined below), covered by the above-referenced Registration Statement, and all amendments thereto (collectively, 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 “Securities Act”). Pursuant to that certain Underwriting Agreement, dated May 24, 2021 (the “Underwriting Agreement”), among the Company, the Rexford Industrial Realty, L.P., a Maryland limited partnership, the Forward Sellers (as defined in the Underwriting Agreement) (or their designated agents), the Forward Purchasers (as defined below) and J.P. Morgan Securities LLC and BofA Securities, Inc. (collectively, the “Underwriters”), and two letter agreements, each dated May 24, 2021, between the Company and each of JPMorgan Chase Bank, National Association and Bank of America, N.A. (together, the “Forward Purchasers”) (each such letter agreement, a “Forward Sale Agreement” and, together, the “Forward Sale Agreements”), the Forward Sellers will borrow from third parties and sell to the Underwriters up to 9,000,000 shares of Common Stock.

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, substantially in the form in which it was filed with the Commission under the Securities Act;

2.    The Company’s Prospectus, dated November 6, 2020, as supplemented by the Company’s Prospectus Supplement, dated May 24, 2021, each substantially in the form in which it was filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act;

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3.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.    The Fourth Amended and Restated Bylaws of the Company (the “Bylaws”), 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 and a duly authorized committee thereof (the “Board”) relating to, among other matters, (a) the issuance and sale to the Forward Purchasers on one or more dates no later than November 23, 2022 of a number of shares of Common Stock up to the aggregate of 18,000,000 shares of Common Stock (the “Settlement Shares”) in exchange for any consideration required to be paid by the Forward Purchasers pursuant to the terms of the Forward Sale Agreements and (b) the registration of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

7.    A certificate executed by an officer of the Company, dated as of the date hereof; and

8.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and each such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied

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upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written 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.

5.    The Settlement Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VI of the Charter.

6.    Upon the issuance of any Settlement Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Declaration of Trust.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.    The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.    The issuance of the Settlement Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Underwriting Agreement, the Forward Sale Agreements, the Registration Statement and the Resolutions, the Settlement Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other jurisdiction. 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 federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is 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. The opinion expressed herein is subject to the effect of any judicial decision that may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. 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 Securities Act.

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May 27, 2021

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Very truly yours,

/s/ Venable LLP