DUANE MORRIS LLP 111 S. Calvert Street, Suite 2000 Baltimore, MD 21202RAIT Financial Trust • December 10th, 2013 • Real estate investment trusts
We have acted as your special Maryland counsel for the limited purpose of rendering certain opinions in connection with the sale and issuance of the Securities pursuant to the Underwriting Agreement, dated December 4, 2013, between RAIT Financial Trust (the “Company,” “you,” or “your”) and Barclays Capital Inc., as Representative of the several Underwriters (the “Underwriting Agreement”). Capitalized terms defined in the Underwriting Agreement and used (but not otherwise defined) herein are used herein as so defined. This opinion is being rendered to you for submission to the Commission (as herein defined) as an exhibit to the Registration Statement (as herein defined). In regard to rendering the opinions herein, you should note that we did not participate in any aspect of the drafting or negotiation of any of the Principal Agreements (as herein defined). The Securities will be issued pursuant to a base indenture, dated as of December 10, 2013, by and between the Company and Wells Farg
RAIT FINANCIAL TRUST (a Maryland real estate investment trust) $125,000,000 4.00% Convertible Senior Notes due 2033RAIT Financial Trust • December 10th, 2013 • Real estate investment trusts • New York
RAIT Financial Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Barclays Capital Inc. is acting as the representative (in such capacity, the “Representative”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on said Schedule A of $125,000,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2033 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of an additional $18,750,000 aggregate principal amount of its 4.00% Convertible Senior Notes due 2033 (the “Option Securities” and, together with the Initial Securities, the “Securities”) to cover
