Contract analysis

I. Introduction We have acted as counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Company" or "Fairwater"), and Fairwater Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership" and, together with the Company, the "Registrants"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of t

II. Documents Examined In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Registration Statement, including the Base Prospectus contained therein and the exhibits and schedules filed therewith;

2. The Articles of Amendment and Restatement of the Declaration of Trust of the Company, as amended through the date hereof (collectively, the "Declaration of Trust"), as filed with the State Department of Assessments and Taxation of Maryland (the "SDAT");

3. The Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws");

4. The Certificate of Limited Partnership of the Operating Partnership, as filed with the SDAT, together with all amendments thereto through the date hereof;

5. The Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of September 1, 2018, as amended through the date hereof (the "Partnership Agreement");

6. The Base Indenture, dated as of March 15, 2020, between the Operating Partnership and Meridian Trust Company, a national banking association, as trustee (the "Trustee"), as supplemented by all supplemental indentures thereto through the date hereof (collectively, the "Indenture"), under which the Debt Securities may be issued;

7. Resolutions adopted by the Board of Trustees of the Company (the "Board") on June 24, 2025, authorizing the filing of the Registration Statement, the offering and issuance from time to time of the Securities, and related matters, as certified to us by the Secretary of the Company on the date hereof;

8. A certificate of good standing (certificate of status) for the Company issued by the SDAT, dated as of a recent date;

9. A certificate of good standing (certificate of status) for the Operating Partnership issued by the SDAT, dated as of a recent date;

10. Officer's certificates of the Company and the Operating Partnership, each dated as of the date hereof, executed by duly authorized officers of the Company and the general partner of the Operating Partnership, respectively, regarding certain factual matters relevant to the opinions expressed herein; and

11. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

III. Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents examined by us; the legal capacity of each natural person who has executed any document reviewed by us; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents subm

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications, exceptions, and limitations set forth herein, we are of the opinion that:

1. Common Shares. The Common Shares, when (a) the specific terms of a particular issuance thereof have been duly authorized and established by the Board (or a duly authorized committee of the Board, or duly authorized officers of the Company acting pursuant to authority validly delegated by the Board or such committee), (b) such Common Shares have been duly issued and delivered against payment of the consideration th

2. Preferred Shares. The Preferred Shares of each series, when (a) the specific terms, designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption of such series of Preferred Shares have been duly authorized and established by the Board (or a duly authorized committee of the Board) and art

3. Debt Securities. The Debt Securities of each series (whether Senior Debt Securities or Subordinated Debt Securities), when (a) the specific terms of such series have been duly authorized and established by the Operating Partnership in accordance with the Indenture (including, as applicable, by the due execution and delivery of one or more supplemental indentures or the delivery of one or more officers' certificate

4. Depositary Shares. The Depositary Shares, when (a) the Preferred Shares of the applicable series underlying such Depositary Shares have been validly issued in accordance with Opinion 2 above, (b) a deposit agreement with respect to such Depositary Shares has been duly authorized, executed, and delivered by the Company and the depositary appointed thereunder, (c) the depositary receipts evidencing the Depositary Sh

5. Warrants. The Warrants, when (a) the specific terms thereof have been duly authorized and established by the Board (or a duly authorized committee of the Board), (b) a warrant agreement governing the terms of such Warrants has been duly authorized, executed, and delivered by the Company and any warrant agent named therein, and (c) such Warrants have been duly executed, authenticated (if required by the terms of th

6. Units. The Units, when (a) the specific terms thereof have been duly authorized and established by the Board (or a duly authorized committee of the Board, or duly authorized officers of the Company acting pursuant to authority validly delegated by the Board or such committee), (b) a unit agreement, if any, governing the terms of such Units has been duly authorized, executed, and delivered by all parties thereto, (

V. Qualifications and Exceptions The opinions expressed in Sections IV.3, IV.4, IV.5, and IV.6 above with respect to the enforceability of the Debt Securities (including any guarantee thereof by the Company), the Depositary Shares, the Warrants, and the Units as valid and binding obligations are subject to, and limited by, the following: (a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership,

VI. Scope Limitations This opinion is limited to, and is rendered solely on the basis of, the laws of the State of Maryland (as applicable to Maryland real estate investment trusts organized under the Maryland REIT Law and Maryland limited partnerships organized under the Maryland Revised Uniform Limited Partnership Act) and the laws of the State of New York, in each case as currently in effect on the date hereof. We

VII. Reliance and Benefit This opinion is rendered solely for the benefit of the Registrants and may be relied upon only by the Registrants in connection with the Registration Statement and the transactions contemplated thereby. Without our prior written consent, this opinion may not be relied upon by any other person or for any other purpose, except that agents, underwriters, dealers, and purchasers of Securities ma

VIII. Consent We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Calderwood & Harkness LLP under the heading "Legal Matters" in the Base Prospectus forming part of the Registration Statement and in any Prospectus Supplement that forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category o

IX. Reservation of Right to Supplement We reserve the right, and the Registrants acknowledge that it may be necessary for us, to supplement this opinion in connection with any particular offering of Securities pursuant to a Prospectus Supplement. The issuance of any specific Securities may require the delivery of a supplemental opinion at the time of such issuance addressing the specific terms thereof, the authorizat