DUANE MORRIS LLPIndependence Realty Trust, Inc • October 5th, 2016 • Real estate investment trusts
Re: Underwriting Agreement, dated September 29, 2016, between Independence Realty Trust, Inc. and the several underwriters named in Schedule I thereto for whom Citigroup Global Markets Inc. is acting as the Representative
25,000,000 Shares Independence Realty Trust, Inc. Common Stock ($0.01 Par Value Per Share) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2016 • Independence Realty Trust, Inc • Real estate investment trusts • New York
Restated Agreement of Limited Partnership of the Operating Partnership, dated as of December 30, 2014, and as further amended by the Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 1, 2015; (vi) a certificate executed by a duly appointed officer of the Company, dated the date hereof, containing representations as to certain factual matters (the “Certificate”); (vii) the Registration Statement, the Preliminary Prospectus and the Prospectus; and (viii) such other documents as we have deemed necessary in order to render the opinions set forth herein.
