Exhibit 5.3
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 | | Established 1886 |
May 4, 2021
Extra Space Storage Inc.
2795 East Cottonwood Parkway
Suite 300
Salt Lake City, UT 84121
| Re: | Registration Statement on Form S-3 (Registration No. 333-254236) |
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to ESS Holdings Business Trust I, a Massachusetts business trust (“ESS I”), and ESS Holdings Business Trust II, a Massachusetts business trust (“ESS II”) (each, a “Guarantor” and collectively, “Guarantors”), in connection with their guarantee (the “Guarantees”) of the debt securities covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Extra Space Storage Inc., a Maryland corporation and Extra Space Storage LP, a Delaware limited partnership (the “Operating Partnership”), with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). Any debt securities issued by the Operating Partnership and the Guarantees will be issued under an indenture among the Operating Partnership, the Company, the Guarantors and a trustee, the form of which is attached as Exhibit 4.7 to the Registration Statement (such indenture, together with the applicable supplement pertaining to the applicable Guarantee, the “Applicable Indenture”)
In such capacity, we have examined the following documents (the “Documents”):
| 1. | the Registration Statement on Form S-3 filed by the Operating Partnership and the Company with the Commission on March 12, 2021, as amended by Post-Effective Amendment No. 1 to be filed with the Commission on the date hereof; |
| 2. | the Agreement and Declaration of Trust of ESS I, dated and filed with the Secretary of State of the Commonwealth of Massachusetts (the “Secretary”) on May 5, 2004 as amended by a Certificate of Amendment dated September 12, 2005 and filed with the Secretary on September 15, 2005, an Incumbency Certificate dated and filed with the Secretary on October 13, 2016, an Incumbency Certificate dated May 24, 2017 and filed with the Secretary on May 25, 2017, a Unanimous Written Consent dated August 15, 2017 and filed with the Secretary on August 18, 2017, and the 2021 Annual Report filed with the Secretary on March 8, 2021, all as certified by the Secretary on April 26, 2021; |
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