DUANE MORRIS LLP 111 S. Calvert Street, Suite 2000 Baltimore, MD 21202RAIT Financial Trust • January 10th, 2014 • 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. Pursuant to Section 2(b) of the Underwriting Agreement, the Underwriters have elected to partially exercise their option to purchase Option Securities in the aggregate principal amount of $16,750,000. 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
