Exhibit 5.1
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November 25, 2020
Board of Directors
Griffin Capital Essential Asset REIT, Inc.
1520 E. Grand Avenue
El Segundo, CA 90245
Ladies and Gentlemen:
We are acting as counsel to Griffin Capital Essential Asset REIT, Inc., a Maryland corporation (the “Company”), in connection with its registration statement on Form S-4, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed public offering of up to 93,457,668 shares of the common stock, par value $0.001 per share, of the Company (the “Shares”), in connection with the mergers contemplated by the Agreement and Plan of Merger, dated as of October 29, 2020 (the “Merger Agreement”), by and among (i) the Company, (ii) GRT (Cardinal REIT Merger Sub), LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company, (iii) Griffin Capital Essential Asset Operating Partnership, L.P., a Delaware limited partnership and a subsidiary of the Company (the “GCEAR Operating Partnership”), (iv) GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company and a wholly owned subsidiary of the GCEAR Operating Partnership (“New GP Sub”), (v) GRT OP (Cardinal LP Merger Sub), LLC, a Delaware limited liability company and a wholly owned subsidiary of the GCEAR Operating Partnership (“LP Merger Sub”), (vi) GRT OP (Cardinal OP Merger Sub), LLC, a Delaware limited liability company and a subsidiary of LP Merger Sub and New GP Sub, (vii) Cole Office & Industrial REIT (CCIT II), Inc., a Maryland corporation (“CCIT II”), (viii) Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership and a wholly owned subsidiary of CCIT II, and (ix) CRI CCIT II LLC, a Delaware limited liability company and a wholly owned subsidiary of CCIT II. 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 Registration Statement.
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
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