EXHIBIT 5.1
CLIFFORD CHANCE US LLP
31 West 52nd Street New York, NY 10019-6131
Tel +1 212 878 8000 Fax +1 212 878 8375 www.cliffordchance.com | |
| Retail Opportunity Investments Corp. Retail Opportunity Investments Partnership, LP 8905 Towne Centre Drive, Suite 108 San Diego, California 92122 | May 23, 2016 |
Ladies and Gentlemen:
We have acted as counsel to Retail Opportunity Investments Corp. (the “Company”) and Retail Opportunity Investments Partnership, LP (the “Operating Partnership”) in connection with the registration statement on Form S-3 (Registration Nos. 333-211521, 333-211521-01) (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
We are furnishing this letter to you in connection with the offer and sale by the Company from time to time of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate offering price of up to $100,000,000, which are to be sold by the Company in accordance with the terms of the Sales Agreements (the “Sales Agreements”), by and among the Company, the Operating Partnership and each of Canaccord Genuity Inc. (“Canaccord”), Jefferies LLC (“Jefferies”), KeyBanc Capital Markets Inc. (“KeyBanc”), Raymond James & Associates, Inc. (“Raymond James”), and Robert W. Baird & Co. Incorporated (“Baird”), as Agents named therein (the “Agents”). The Sales Agreements with Jefferies, KeyBanc and Raymond James are each dated as of September 19, 2014, and the Sales Agreements with Baird and Canaccord are each dated as of May 23, 2016.
In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate. As to factual matters relevant to the opinion set forth below, we have, with your permission, relied upon certificates of officers of the Company and public officials.
Based on the foregoing, and such other examination of law as we have deemed necessary, we are of the opinion that following the (i) issuance of the Shares pursuant to the terms of the Sales Agreements and (ii) receipt by the Company of the consideration for the Shares in accordance with the resolutions of the board of directors of the Company, the Shares will be legally issued, fully paid, and nonassessable.
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The opinion set forth in this letter relates only to the Maryland General Corporation Law, and we express no opinion as to the laws of another jurisdiction and we assume no responsibility for the applicability or effect of the law of any other jurisdiction.
We consent to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K that shall be incorporated by reference into the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement and the prospectus supplement thereto related to the offering of the Shares. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Clifford Chance US LLP
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