Exhibit 12.1
 | Goodwin Procter LLP The New York Times Building goodwinlaw.com +1 212 813 8800 |
August 2, 2022
| Rise Companies Corp. |
| 11 Dupont Circle NW, 9th FL |
| Washington, D.C. 20036 |
| Re: | Rise Companies Corp. – Securities Qualified under Post-Qualification Amendment on Form 1-A |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing with a Post-Qualification Amendment on Form 1-A (File No. 024-11149) (as amended or supplemented, the “Post-Qualification Amendment”) on August 2, 2022 pursuant to Rule 252 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the qualification of the Post-Qualification Amendment and the offering by Rise Companies Corp., a Delaware corporation (the “Company”) of up to 1,333,000 shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Shares”). The Shares are being sold to the several purchasers named in, and pursuant to, the several subscription agreements between the Company and such purchasers, a form of which is included in the Post-Qualification Amendment as Appendix A (collectively, the “Subscription Agreements”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized, and, upon issuance and delivery against payment therefor in accordance with the terms of that certain Subscription Agreement, a form of which is included in the Offering Statement as Appendix A, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 12.1 to the Post-Qualification Amendment and to the references to our firm under the caption "Legal Matters" in the Post-Qualification Amendment. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, |
| /s/ Goodwin Procter LLP |
| Goodwin Procter LLP |