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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/31/18 Spirit MTA REIT S-8 5/31/18 6:603K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 46K
Employees Pursuant to an Employee
Benefit Plan
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 199K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 112K
4: EX-5.1 Opinion re: Legality HTML 18K
5: EX-23.2 Consent of Experts or Counsel HTML 5K
6: EX-99.1 Miscellaneous Exhibit HTML 122K
| EX-5.1 |
Exhibit 5.1
300 East Lombard Street, 18th Floor
TEL 410.528.5600
FAX 410.528.5650
Spirit MTA REIT
2727 North Harwood Street
Suite 300
| Re: | Spirit MTA REIT, a Maryland real estate investment trust (the “Company”) – Registration Statement on Form S-8 to be filed on or about the date hereof relating to 3,645,000 common shares (the “Shares”) of beneficial interest, par value $0.01 per share (“Common Shares”), of the Company to be issued subsequent to the date hereof under the Spirit MTA REIT and Spirit MTA REIT, L.P. 2018 Incentive Award Plan (the “Plan”) |
Ladies and Gentlemen:
We have acted as Maryland real estate investment trust counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”), by the Company pursuant to the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland real estate investment counsel to the Company and for purposes of this opinion, we have examined the following documents (hereinafter collectively referred to as the “Documents”):
| (i) | the declaration of trust of the Company (the “Declaration of Trust”) represented by the Declaration of Trust filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on November 15, 2017, Articles Supplementary filed with the Department on May 31, 2018 and Articles of Amendment and Restatement filed with the Department on May 31, 2018; |
| (ii) | the Bylaws of the Company, adopted as of November 15, 2017, and the Amended and Restated Bylaws of the Company, adopted as of May 31, 2018 (collectively, the “Bylaws”); |
Spirit MTA REIT
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| (iii) | resolutions adopted by the Board of Trustees of the Company (the “Board of Trustees”) as of November 15, 2017, May 1, 2018 and May 31, 2018 (collectively, the “Trustees’ Resolutions”); |
| (iv) | resolutions adopted by the sole common shareholder of the Company as of May 31, 2018 (the “Shareholder Resolutions”); |
| (v) | the Plan; |
| (vi) | the Registration Statement, in substantially the form to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; |
| (viii) | a certificate executed by an officer of the Company, dated as of the date hereof (the “Officer’s Certificate”), to the effect that, among other things, the Declaration of Trust, the Bylaws, the Trustees’ Resolutions and the Shareholder Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officer’s Certificate, and certifying, among other things, as to the manner of adoption of the Trustees’ Resolutions and the Shareholder Resolutions; and |
| (ix) | such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below. |
In reaching the opinions set forth below, we have assumed the following:
| (a) | each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so; |
| (b) | each natural person executing any of the Documents is legally competent to do so; |
| (c) | all Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not, and will 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, facsimile or photostatic copies conform to the original document; all signatures of parties on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf |
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| are accurate and complete; all statements and information contained in the Documents are true and complete; and there has been no 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; |
| (d) | all certificates (including the Officer’s Certificate) submitted to us are true and correct, both when made and as of the date hereof; |
| (e) | none of the Shares will be issued or transferred in violation of the provisions of the Declaration of Trust relating to restrictions on ownership and transfer of shares of beneficial interest of the Company; and |
| (f) | upon each issuance of any of the Shares subsequent to the date hereof, the total number of Common Shares of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of Common Shares that the Company is authorized to issue under the Declaration of Trust. |
Based on our review of the foregoing and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| (1) | The Company has been duly formed and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the Department. |
| (2) | The Shares have been generally authorized for issuance pursuant to the Plan and if, as and when the Shares are issued subsequent to the date hereof either as awards of restricted shares or upon the exercise of options, or in respect of dividend equivalent awards, share payment awards, restricted share unit awards, performance share awards or other equity-based incentive awards, in each case pursuant to due authorization by the Board of Trustees or a properly appointed committee thereof to which the Board of Trustees has delegated the requisite power and authority, in exchange for the consideration therefor, all in accordance with, and subject to, the terms and conditions of the Plan and the awards of restricted shares, options, dividend equivalent awards, share payment awards, restricted share unit awards, performance share awards or other equity-based incentive awards relating to such Shares, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The opinions presented herein are limited to the laws of the State of Maryland and we do not express any opinion herein concerning any laws other than the laws of the State of Maryland. We express no opinion as to the applicability or effect of any federal or state
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securities laws, including the securities laws of the State of Maryland, or as to 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.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. 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 Act.
Very truly yours,
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/31/18 | None on these Dates | ||
| 5/1/18 | ||||
| 11/15/17 | ||||
| List all Filings | ||||