Venable Sample Contracts

VEREIT Operating Partnership, L.P. – [Letterhead of Venable LLP] October 9, 2018 (October 9th, 2018)

We have served as Maryland counsel to VEREIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of $550,000,000 aggregate principal amount of 4.625% Senior Notes due 2025 (the “Notes”) of VEREIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and the guarantee by the Company of the obligations of the Operating Partnership under the Notes (the “Guarantee”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and the Operating Partnership with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Life Storage Lp – Opinion of Venable LLP December 7, 2017 (December 7th, 2017)

We have served as Maryland counsel to Life Storage, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by Life Storage LP, a Delaware limited partnership (the “Operating Partnership”), of up to $450,000,000 in aggregate principal amount of 3.875% Senior Notes due 2027 (the “Notes”), which Notes are fully and unconditionally guaranteed by the Company, covered by the above-referenced Registration Statement, and all amendments and supplements thereto (the “Registration Statement”), filed by the Operating Partnership with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Notes will be issued in an underwritten public offering (the “Offering”) pursuant to a Prospectus Supplement, dated November 28, 2017 (the “Prospectus Supplement”).

CSRA Inc. – FOR IMMEDIATE RELEASEMonday, October 17, 2017 MEDIA CONTACTTom Doheny | Media Relations (571) 353-4454Stuart Davis | Investor Relations(703) 641-2267 CSRA to Acquire Praxis EngineeringAcquisition Will Expand CSRA’s Presence in the Intelligence Community andEnhance Mission Applications Development Capabilities FALLS CHURCH, VA – CSRA Inc. (NYSE:CSRA) announced today that it has signed a definitive agreement to acquire Praxis Engineering Technologies Inc. for $235 million in cash. Praxis is a leader in mission applications development and engagement in the Intelligence Community. Headquartered i (October 17th, 2017)
Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] September 28, 2017 (September 28th, 2017)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 18,400,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company, including up to 2,400,000 Shares issuable pursuant to an option to purchase additional Shares, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Company on January 17, 2017 with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Hospitality Properties Trust – [Letterhead of Venable LLP] August 15, 2016 (August 16th, 2016)

We have served as Maryland counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 12,650,000 common shares (the “Shares”) of beneficial interest, $.01 par value per share, of the Company (including up to 1,650,000 Shares which the underwriters in the Offering (as defined below) have the option to purchase), in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

VEREIT Operating Partnership, L.P. – [Venable LLP letterhead] May 19, 2016 (May 19th, 2016)

We have served as Maryland counsel to VEREIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of $400,000,000 aggregate principal amount of 4.125% Senior Notes due 2021 (the “2021 Notes”) and $600,000,000 aggregate principal amount of 4.875% Senior Notes due 2026 (the “2026 Notes” and, together with the 2021 Notes, the “Notes”) of VEREIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and the guarantee by the Company of the obligations of the Operating Partnership under the Notes (the “Guarantee”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and the Operating Partnership with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Equity One, Inc. – [Letterhead of Venable LLP] November 10, 2015 (November 10th, 2015)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of the offering and sale of up to 8,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in an at-the-market public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] June 26, 2015 (June 26th, 2015)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of 5,900,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Company on May 20, 2013 with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Equity One, Inc. – [Letterhead of Venable LLP] March 24, 2015 (March 24th, 2015)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of the offering and sale of up to 4,485,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, including up to 585,000 Shares that the underwriter in the Offering (as defined below) has the option to purchase, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

American Assets Trust, Inc. – [Letterhead of Venable LLP] February 6, 2015 (February 6th, 2015)

We have served as Maryland counsel to American Assets Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance by the Company from time to time of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000, covered by the Company’s Registration Statement on Form S-3 (File No. 333-179411), all amendments thereto (collectively, the “Prior Registration Statement”), and a prospectus supplement dated May 6, 2013, filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). On or about February 6, 2015, the Company filed with the Commission a Registration Statement on Form S-3 to replace the Prior Registration Statement (as amended, the “New Registration Statement”), which New Registration Statement was de

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] (December 1st, 2014)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the sale and issuance of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, having a maximum aggregate offering price of $200,000,000, in at-the-market offerings, covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] October 10, 2014 (October 10th, 2014)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of guarantees of up to $150,000,000 aggregate principal amount of 5.5% Senior Notes due 2021 (the “Notes”) issued by Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each an “Issuer” and together, the “Issuers”), covered by the Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Issuers, the Company and certain other subsidiary guarantors (the “Subsidiary Guarantors”) on or about the date hereof with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Host Hotels & Resorts, Inc. – [Letterhead of Venable LLP] September 30, 2014 (September 30th, 2014)

We have served as Maryland counsel to Host Hotel & Resorts, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 18,064,506 shares (the “Shares”), of the common stock, par value $.01 per share, of the Company (the “Common Stock”) covered by above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares may be issued from time to time to the holders of units of limited partnership interest (the “Units”) upon the redemption of Units in Host Hotels & Resorts, L.P., a Delaware limited partnership (“Host L.P.”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] September 30, 2014 (September 30th, 2014)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 6,900,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company, including up to 900,000 Shares issuable pursuant to an option to purchase additional Shares, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Company on May 20, 2013 with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Gramercy Property Trust Inc. – [Letterhead of Venable LLP] (September 19th, 2014)

We have served as Maryland counsel to Gramercy Property Trust Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance from time to time of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, having an aggregate offering price of up to $100,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to Equity Distribution Agreements, dated as of the date hereof (the “Distribution Agreements”), by and between the Company, GPT Property Trust LP, a Delaware limited partnership, and each of RBC Capital Markets, LLC, Bank of America Merrill Lynch, BNY Mellon Capital Markets, LLC, JMP Securities LLC, J.P. Mo

Sovran Self Storage Inc – Opinion of Venable LLP as to All Matters of Maryland Law May 12, 2014 (May 12th, 2014)

We have served as Maryland counsel to Sovran Self Storage, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of shares (the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of the Company having an aggregate offering price of up to $225,000,000, covered by the above-referenced Registration Statement, and all amendments and supplements thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares may be issued from time to time pursuant to an Equity Distribution Agreement, dated as of the date hereof, by and among the Company, Sovran Acquisition Limited Partnership (the “OP”), Sovran Holdings, Inc. (“Holdings”) and Wells Fargo Securities, LLC; an Equity Distribution Agreement, dated as of the date hereof, by and among the Com

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] May 7, 2014 (May 8th, 2014)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 8,050,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company, including up to 1,050,000 Shares issuable pursuant to an option to purchase additional Shares, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Company on or May 20, 2013 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] January 23, 2014 (January 23rd, 2014)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of guarantees of up to $350,000,000 aggregate principal amount of 5.5% Senior Notes due 2021 (the “Notes”) issued by Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each an “Issuer” and together, the “Issuers”), covered by the Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Issuers, the Company and certain other subsidiary guarantors (the “Subsidiary Guarantors”) on or about the date hereof with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Hospitality Properties Trust – [Letterhead of Venable LLP] November 6, 2013 (November 7th, 2013)

We have served as Maryland counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 9,775,000 common shares (the “Shares”) of beneficial interest, $.01 par value per share, of the Company (including up to 1,275,000 Shares which the underwriters in the Offering (as defined herein) have the option to purchase), in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Hospitality Properties Trust – [Letterhead of Venable LLP] May 30, 2013 (June 3rd, 2013)

We have served as Maryland counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of $300,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2023 (the “Notes”), in an underwritten public offering, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] May 23, 2013 (May 23rd, 2013)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of guarantees of up to $200,000,000 aggregate principal amount of 5.375% Senior Notes due 2023 (the “Notes”) issued by Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each an “Issuer” and together, the “Issuers”), covered by the Registration Statement on Form S-3, and all amendments thereto (the “Registration Statement”), as filed by the Issuers, the Company and certain other subsidiary guarantors (the “Subsidiary Guarantors”) on or about the date hereof with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

American Assets Trust, Inc. – [Letterhead of Venable LLP] May 6, 2013 (May 7th, 2013)

We have served as Maryland counsel to American Assets Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance by the Company from time to time of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Hospitality Properties Trust – [Letterhead of Venable LLP] March 19, 2013 (March 19th, 2013)

We have served as Maryland counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 16,100,000 common shares (the “Shares”) of beneficial interest, $.01 par value per share, of the Company (including up to 2,100,000 Shares which the underwriters in the Offering (as defined herein) have the option to purchase), in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] March 18, 2013 (March 18th, 2013)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the sale and issuance of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, having a maximum aggregate offering price of $100,000,000, in at-the-market offerings, covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

Sabra Health Care REIT, Inc. – [Letterhead of Venable LLP] March 14, 2013 (March 15th, 2013)

We have served as Maryland counsel to Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 5,750,000 shares (the “Shares”) of the Company’s 7.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), including up to 750,000 Shares issuable pursuant to an option to purchase additional Shares, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), as filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in an underwritten public offering (the “Offering”) pursuant to the Prospectus, dated October 31, 2011, which forms a part of the Registration Statement (the “Base Prospectus”), and a Prospectus Supplement, dated March 14, 2013 (the “Prospe

Vornado Realty Trust – [Venable LLP Letterhead] January 25, 2013 (January 28th, 2013)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 13,800,000 shares (the “Shares”) of 5.40% Series L Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated January 17, 2013 (the “Prospectus Supplement”).

Equity One, Inc. – [Letterhead of Venable LLP] August 14, 2012 (August 14th, 2012)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of (i) the offering and sale of up to 3,565,000 shares (the “Company Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including up to 465,000 Company Shares that the underwriter in the Offering (as defined below) has the option to purchase and (ii) the sale of up to 1,150,000 shares (the “Stockholder Shares” and, together with the Company Shares, the “Shares”) of Common Stock by AH Investments US, LP, including up to 150,000 Stockholder Shares that the underwriter in the Offering has the option to purchase, in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act

Vornado Realty Trust – [Venable LLP Letterhead] July 18, 2012 (July 18th, 2012)

We have served as Maryland counsel to Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of 12,000,000 shares (the “Shares”) of 5.70% Series K Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share, no par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated July 11, 2012 (the “Prospectus Supplement”).

PennyMac Mortgage Investment Trust – [Letterhead of Venable LLP] May 11, 2012 (May 11th, 2012)

We have served as Maryland counsel to PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 11,500,000 common shares (the “Shares”) of beneficial interest, $0.01 par value per share, of the Company (including up to 1,500,000 Shares which the underwriters in the Offering (as defined herein) have the option to purchase) in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Prologis, Inc. – [Venable LLP Letterhead] June 27, 2011 (June 28th, 2011)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of up to 34,500,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share, including up to 4,500,000 Shares that the Company may issue to the Underwriters (as defined below) to cover overallotments, pursuant to an Underwriting Agreement, dated June 23, 2011(the “Underwriting Agreement”), by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”). The Shares are covered by the above-referenced Registration Statement and all amendments thereto (collectively, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (t

Kimco Realty Corp – [Letterhead of Venable LLP] June 17, 2011 (June 17th, 2011)

We have served as Maryland counsel to Kimco Realty Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 150,000 shares (the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares may be issued from time to time pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”).

Equity One, Inc. – [Letterhead of Venable LLP] May 24, 2011 (May 24th, 2011)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of the offering and sale of 5,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, in an underwritten public offering, including up to 750,000 Shares that the underwriters have the option to purchase, covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Senior Housing Properties Trust – [Letterhead of Venable LLP] January 10, 2011 (January 11th, 2011)

We have served as Maryland counsel to Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of $250,000,000 aggregate principal amount of the Company’s 4.30% Senior Notes due 2016 (the “Notes”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Notes are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated January 10, 2011 (the “Prospectus Supplement”).

Equity One, Inc. – [Letterhead of Venable LLP] January 5, 2011 (January 7th, 2011)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of 15,418,443 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). 11,357,837 Shares (the “LLC Shares”) are issuable upon redemption of Class A Shares of EQY-CSC LLC, 10,000 Shares (the “Class A Shares”) are issuable upon conversion of the share of Class A Common Stock, par value $0.01 per share, of the Company, and 4,050,606 Shares (the “Note Shares”) were issued pursuant to a purchase agreement as contemplated by the Contribution Agreement, dated May 23, 2010, by and between the selling stockholders and the Company (the “Contr

Equity One, Inc. – [Letterhead of Venable LLP] December 14, 2010 (December 14th, 2010)

We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of the offering and sale of 9,200,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, in an underwritten public offering, including up to 1,200,000 Shares that the underwriters have the option to purchase solely to cover over allotments, covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).