1036-00002 · Client 1036 · Opinions

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1750 K Street, N.W., Suite 800 Washington, D.C. 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401

July 18, 2025

Fairwater Real Estate Investment Trust 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401

Fairwater Operating Partnership, L.P. 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401

Re: Registration Statement on Form S-3 — Legal Opinion (Exhibit 5.1)

Ladies and Gentlemen:

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 the securities described below. This opinion is being furnished in connection with the automatic shelf registration statement on Form S-3 (Registration No. 333- ) (the "Registration Statement") filed by the Registrants with the Securities and Exchange Commission (the "Commission") on July 18, 2025, which became effective upon filing pursuant to Rule 462(e) under the Securities Act. The Registration Statement registers the offer and sale from time to time, in one or more offerings, of up to $2,000,000,000 in aggregate offering price of the following securities:

(i) common shares of beneficial interest, par value $0.01 per share, of the Company (the "Common Shares");

(ii) preferred shares of beneficial interest, par value $0.01 per share, of the Company, in one or more series (the "Preferred Shares");

(iii) senior debt securities of the Operating Partnership (the "Senior Debt Securities");

(iv) subordinated debt securities of the Operating Partnership (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities");

(v) depositary shares, each representing a fractional interest in a share of a particular series of Preferred Shares (the "Depositary Shares");

(vi) warrants to purchase Common Shares, Preferred Shares, Debt Securities, or Depositary Shares (the "Warrants"); and

(vii) units consisting of any combination of the foregoing securities (the "Units" and, together with the Common Shares, the Preferred Shares, the Debt Securities, the Depositary Shares, and the Warrants, the "Securities").

The Securities may be offered pursuant to the base prospectus forming part of the Registration Statement (the "Base Prospectus") and one or more prospectus supplements to the Base Prospectus (each, a "Prospectus Supplement"), in amounts, at prices, and on terms to be determined at or prior to the time of each such offering. This opinion is being delivered as Exhibit 5.1 to the Registration Statement.

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 submitted to us as copies; and the authenticity of the originals of all such copies.

(b) That each party to the documents examined by us (other than the Registrants, to the extent expressly covered by the opinions below) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has full power and authority to execute, deliver, and perform its obligations under such documents.

(i) the Registration Statement, and any required post-effective amendment thereto, shall have become and shall remain effective under the Securities Act;

(ii) an appropriate Prospectus Supplement describing the specific terms of the Securities being offered shall have been timely prepared, delivered, and filed with the Commission in compliance with the Securities Act and the rules and regulations of the Commission promulgated thereunder;

(iii) the Securities will be issued, sold, and delivered in compliance with all applicable federal and state securities laws, and in the manner and on the terms described in the Registration Statement, the Base Prospectus, and the applicable Prospectus Supplement; and

(iv) a definitive purchase, underwriting, or similar agreement with respect to any Securities offered will have been duly authorized, executed, and delivered by all parties thereto.

(d) That 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) will have duly authorized the issuance and sale of the Securities at or prior to the time of each offering, including the approval of the specific terms, pricing, and other conditions of such issuance and sale, and that such authorizations will not have been modified or rescinded prior to the issuance of such Securities.

(e) With respect to the Debt Securities: that the applicable supplemental indenture or officers' certificate establishing the specific terms of a particular series of Debt Securities will have been duly authorized, executed, and delivered by all parties thereto, and that the Debt Securities of such series will have been duly executed by the Operating Partnership and duly authenticated by the Trustee, Meridian Trust Company, in accordance with the terms of the Indenture and any applicable supplemental indenture.

(f) With respect to the Depositary Shares: that a deposit agreement with respect to the applicable series of Preferred Shares underlying the Depositary Shares will have been duly authorized, executed, and delivered by the Company and the depositary named therein; and that the depositary receipts evidencing such Depositary Shares will have been duly executed, countersigned, registered, and delivered in accordance with the terms of such deposit agreement.

(g) With respect to the Warrants: that a warrant agreement governing the terms of a particular issuance of Warrants will have been duly authorized, executed, and delivered by the Company and any warrant agent named therein, and that the Warrants will have been duly executed, authenticated (if required), and delivered in accordance with the terms of such warrant agreement.

(h) With respect to the Units: that a unit agreement, if any, governing the terms of a particular issuance of Units will have been duly authorized, executed, and delivered by all parties thereto, and that the component securities of such Units will have been duly authorized, executed (if applicable), issued, and delivered in accordance with the applicable governing documents.

(i) That, at the time of each issuance of Common Shares or Preferred Shares, there will be a sufficient number of authorized but unissued Common Shares or Preferred Shares of the applicable series available for issuance under the Declaration of Trust, as then in effect, and that such issuance will not cause the total number of issued and outstanding Common Shares or Preferred Shares to exceed the number authorized thereunder.

(j) That the consideration to be received by the Company for any Common Shares or Preferred Shares to be issued pursuant to the Registration Statement will be not less than the par value thereof ($0.01 per share in the case of Common Shares and $0.01 per share in the case of Preferred Shares), and that such consideration will be received by the Company at or prior to the time of issuance of such shares.

(k) That, at the time of issuance of each Security, none of the specific terms of such Security will violate any applicable law, regulation, or order, or result in a default under or breach of any agreement or instrument binding upon the Registrants, and that such issuance will comply with any applicable requirement of any stock exchange or automated quotation system on which any of the Securities may then be listed or quoted.

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 therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, and (c) certificates, if any, representing such Common Shares have been duly executed, countersigned, registered, and delivered in accordance with the Declaration of Trust and the Bylaws (or, in the case of uncertificated shares, valid book-entry notations have been duly made in the share register or other records maintained by or on behalf of the Company by the Company's transfer agent, Meridian Trust Company), will be validly issued, fully paid, and nonassessable.

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 articles supplementary setting forth such terms have been duly filed with and accepted for record by the SDAT, (b) such Preferred Shares have been duly issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, and (c) certificates, if any, representing such Preferred Shares have been duly executed, countersigned, registered, and delivered in accordance with the Declaration of Trust and the Bylaws (or, in the case of uncertificated shares, valid book-entry notations have been duly made in the share register or other records maintained by or on behalf of the Company by the Company's transfer agent), will be validly issued, fully paid, and nonassessable.

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' certificates establishing such terms pursuant to the Indenture), (b) such Debt Securities have been duly executed on behalf of the Operating Partnership, duly authenticated by the Trustee, Meridian Trust Company, in accordance with the terms of the Indenture, and issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, subject to the qualifications set forth in Section V below.

In addition, to the extent the Company guarantees any series of Debt Securities pursuant to a guarantee authorized by the Board and executed and delivered by the Company in connection with the issuance of such Debt Securities, such guarantee, when duly authorized, executed, and delivered by the Company in accordance with the terms of the Indenture and any applicable supplemental indenture, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section V below.

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 Shares have been duly executed, countersigned, registered, and delivered in accordance with the terms of such deposit agreement, and (d) the Preferred Shares underlying such Depositary Shares have been duly deposited with the depositary in accordance with the terms of such deposit agreement, will entitle the holders thereof to the rights specified in such deposit agreement and the applicable Prospectus Supplement, and will represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualifications set forth in Section V below.

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 the applicable warrant agreement), issued, and delivered in accordance with the terms of the applicable warrant agreement against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualifications set forth in Section V below.

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, (c) the securities to be included as component parts of such Units have been duly authorized, executed (if applicable), authenticated (if applicable), issued, and delivered in accordance with the terms of the applicable governing documents for each such component security, and (d) such Units have been duly issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of, or valid interests in, the issuing Registrant, as applicable, enforceable in accordance with their terms, subject to the qualifications set forth in Section V below.

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, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting the rights and remedies of creditors generally, as from time to time in effect; and

(b) General principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

With respect to the opinions expressed in Sections IV.1 and IV.2 above that the Common Shares and Preferred Shares, respectively, will be "nonassessable," such opinion means that holders of such shares, by reason of their ownership of such shares, will not be subject to personal liability for the obligations of the Company solely as a result of their status as shareholders. This opinion is rendered in reliance upon, and is subject to the provisions of, the Maryland REIT Law, specifically Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Law"), and the Declaration of Trust. We note that the Maryland REIT Law provides that a shareholder of a Maryland real estate investment trust shall not be liable, solely by reason of being a shareholder, for any obligation of the trust, and that the trust's declaration of trust may provide for the limitation of shareholder liability as permitted thereunder.

We express no opinion as to:

(a) the laws of any jurisdiction other than (i) the laws of the State of Maryland (including the Maryland REIT Law and the Maryland Revised Uniform Limited Partnership Act, as applicable to Maryland real estate investment trusts and Maryland limited partnerships) and (ii) the laws of the State of New York;

(b) federal securities laws, including the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder; or

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 express no opinion with respect to the laws of any other jurisdiction, and we express no opinion concerning federal law, including, without limitation, the Securities Act, the Exchange Act, or any rules or regulations promulgated by the Commission or any other federal agency.

We express no opinion concerning the effect of any future changes in applicable law or in the interpretation thereof, or of any future changes in the facts or circumstances upon which the opinions expressed herein are based. The opinions expressed herein are rendered as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to advise the Registrants or any other person of any change in law, fact, or circumstance that may hereafter come to our attention, whether or not such change would affect or modify the opinions expressed herein.

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 may rely on this opinion to the extent, and only to the extent, expressly set forth in the relevant underwriting agreement, distribution agreement, purchase agreement, or other offering documentation executed in connection with the offering and sale of any Securities.

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 of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

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 authorization and execution of the definitive documentation governing such Securities, and such other matters as we may deem necessary or appropriate in the circumstances, all as contemplated by the Registration Statement. Any such supplemental opinion, when delivered, shall be deemed to supplement and form a part of this opinion for all purposes.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner

Calderwood & Harkness LLP 1750 K Street, N.W., Suite 800 Washington, D.C. 20006

CALDERWOOD & HARKNESS LLP Attorneys at Law
1750 K Street, N.W., Suite 800 Washington, D.C. 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401
July 18, 2025
Fairwater Real Estate Investment Trust 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401
Fairwater Operating Partnership, L.P. 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401
Re: Registration Statement on Form S-3 — Legal Opinion (Exhibit 5.1)
Ladies and Gentlemen:
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 the securities described below. This opinion is being furnished in connection with the automatic shelf registration statement on Form S-3 (Registration No. 333-            ) (the "Registration Statement") filed by the Registrants with the Securities and Exchange Commission (the "Commission") on July 18, 2025, which became effective upon filing pursuant to Rule 462(e) under the Securities Act. The Registration Statement registers the offer and sale from time to time, in one or more offerings, of up to $2,000,000,000 in aggregate offering price of the following securities:
(i) common shares of beneficial interest, par value $0.01 per share, of the Company (the "Common Shares");
(ii) preferred shares of beneficial interest, par value $0.01 per share, of the Company, in one or more series (the "Preferred Shares");
(iii) senior debt securities of the Operating Partnership (the "Senior Debt Securities");
(iv) subordinated debt securities of the Operating Partnership (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities");
(v) depositary shares, each representing a fractional interest in a share of a particular series of Preferred Shares (the "Depositary Shares");
(vi) warrants to purchase Common Shares, Preferred Shares, Debt Securities, or Depositary Shares (the "Warrants"); and
(vii) units consisting of any combination of the foregoing securities (the "Units" and, together with the Common Shares, the Preferred Shares, the Debt Securities, the Depositary Shares, and the Warrants, the "Securities").
The Securities may be offered pursuant to the base prospectus forming part of the Registration Statement (the "Base Prospectus") and one or more prospectus supplements to the Base Prospectus (each, a "Prospectus Supplement"), in amounts, at prices, and on terms to be determined at or prior to the time of each such offering. This opinion is being delivered as Exhibit 5.1 to the Registration Statement.
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 submitted to us as copies; and the authenticity of the originals of all such copies.
(b) That each party to the documents examined by us (other than the Registrants, to the extent expressly covered by the opinions below) has been duly organized or formed, as applicable, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has full power and authority to execute, deliver, and perform its obligations under such documents.
(c) That, at the time of each offering, issuance, and sale of Securities:
(i) the Registration Statement, and any required post-effective amendment thereto, shall have become and shall remain effective under the Securities Act;
(ii) an appropriate Prospectus Supplement describing the specific terms of the Securities being offered shall have been timely prepared, delivered, and filed with the Commission in compliance with the Securities Act and the rules and regulations of the Commission promulgated thereunder;
(iii) the Securities will be issued, sold, and delivered in compliance with all applicable federal and state securities laws, and in the manner and on the terms described in the Registration Statement, the Base Prospectus, and the applicable Prospectus Supplement; and
(iv) a definitive purchase, underwriting, or similar agreement with respect to any Securities offered will have been duly authorized, executed, and delivered by all parties thereto.
(d) That 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) will have duly authorized the issuance and sale of the Securities at or prior to the time of each offering, including the approval of the specific terms, pricing, and other conditions of such issuance and sale, and that such authorizations will not have been modified or rescinded prior to the issuance of such Securities.
(e) With respect to the Debt Securities: that the applicable supplemental indenture or officers' certificate establishing the specific terms of a particular series of Debt Securities will have been duly authorized, executed, and delivered by all parties thereto, and that the Debt Securities of such series will have been duly executed by the Operating Partnership and duly authenticated by the Trustee, Meridian Trust Company, in accordance with the terms of the Indenture and any applicable supplemental indenture.
(f) With respect to the Depositary Shares: that a deposit agreement with respect to the applicable series of Preferred Shares underlying the Depositary Shares will have been duly authorized, executed, and delivered by the Company and the depositary named therein; and that the depositary receipts evidencing such Depositary Shares will have been duly executed, countersigned, registered, and delivered in accordance with the terms of such deposit agreement.
(g) With respect to the Warrants: that a warrant agreement governing the terms of a particular issuance of Warrants will have been duly authorized, executed, and delivered by the Company and any warrant agent named therein, and that the Warrants will have been duly executed, authenticated (if required), and delivered in accordance with the terms of such warrant agreement.
(h) With respect to the Units: that a unit agreement, if any, governing the terms of a particular issuance of Units will have been duly authorized, executed, and delivered by all parties thereto, and that the component securities of such Units will have been duly authorized, executed (if applicable), issued, and delivered in accordance with the applicable governing documents.
(i) That, at the time of each issuance of Common Shares or Preferred Shares, there will be a sufficient number of authorized but unissued Common Shares or Preferred Shares of the applicable series available for issuance under the Declaration of Trust, as then in effect, and that such issuance will not cause the total number of issued and outstanding Common Shares or Preferred Shares to exceed the number authorized thereunder.
(j) That the consideration to be received by the Company for any Common Shares or Preferred Shares to be issued pursuant to the Registration Statement will be not less than the par value thereof ($0.01 per share in the case of Common Shares and $0.01 per share in the case of Preferred Shares), and that such consideration will be received by the Company at or prior to the time of issuance of such shares.
(k) That, at the time of issuance of each Security, none of the specific terms of such Security will violate any applicable law, regulation, or order, or result in a default under or breach of any agreement or instrument binding upon the Registrants, and that such issuance will comply with any applicable requirement of any stock exchange or automated quotation system on which any of the Securities may then be listed or quoted.
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 therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, and (c) certificates, if any, representing such Common Shares have been duly executed, countersigned, registered, and delivered in accordance with the Declaration of Trust and the Bylaws (or, in the case of uncertificated shares, valid book-entry notations have been duly made in the share register or other records maintained by or on behalf of the Company by the Company's transfer agent, Meridian Trust Company), will be validly issued, fully paid, and nonassessable.
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 articles supplementary setting forth such terms have been duly filed with and accepted for record by the SDAT, (b) such Preferred Shares have been duly issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, and (c) certificates, if any, representing such Preferred Shares have been duly executed, countersigned, registered, and delivered in accordance with the Declaration of Trust and the Bylaws (or, in the case of uncertificated shares, valid book-entry notations have been duly made in the share register or other records maintained by or on behalf of the Company by the Company's transfer agent), will be validly issued, fully paid, and nonassessable.
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' certificates establishing such terms pursuant to the Indenture), (b) such Debt Securities have been duly executed on behalf of the Operating Partnership, duly authenticated by the Trustee, Meridian Trust Company, in accordance with the terms of the Indenture, and issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, subject to the qualifications set forth in Section V below.
In addition, to the extent the Company guarantees any series of Debt Securities pursuant to a guarantee authorized by the Board and executed and delivered by the Company in connection with the issuance of such Debt Securities, such guarantee, when duly authorized, executed, and delivered by the Company in accordance with the terms of the Indenture and any applicable supplemental indenture, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section V below.
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 Shares have been duly executed, countersigned, registered, and delivered in accordance with the terms of such deposit agreement, and (d) the Preferred Shares underlying such Depositary Shares have been duly deposited with the depositary in accordance with the terms of such deposit agreement, will entitle the holders thereof to the rights specified in such deposit agreement and the applicable Prospectus Supplement, and will represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualifications set forth in Section V below.
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 the applicable warrant agreement), issued, and delivered in accordance with the terms of the applicable warrant agreement against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualifications set forth in Section V below.
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, (c) the securities to be included as component parts of such Units have been duly authorized, executed (if applicable), authenticated (if applicable), issued, and delivered in accordance with the terms of the applicable governing documents for each such component security, and (d) such Units have been duly issued and delivered against payment of the consideration therefor in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement, will constitute valid and binding obligations of, or valid interests in, the issuing Registrant, as applicable, enforceable in accordance with their terms, subject to the qualifications set forth in Section V below.
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, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability relating to or affecting the rights and remedies of creditors generally, as from time to time in effect; and
(b) General principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
With respect to the opinions expressed in Sections IV.1 and IV.2 above that the Common Shares and Preferred Shares, respectively, will be "nonassessable," such opinion means that holders of such shares, by reason of their ownership of such shares, will not be subject to personal liability for the obligations of the Company solely as a result of their status as shareholders. This opinion is rendered in reliance upon, and is subject to the provisions of, the Maryland REIT Law, specifically Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Law"), and the Declaration of Trust. We note that the Maryland REIT Law provides that a shareholder of a Maryland real estate investment trust shall not be liable, solely by reason of being a shareholder, for any obligation of the trust, and that the trust's declaration of trust may provide for the limitation of shareholder liability as permitted thereunder.
We express no opinion as to:
(a) the laws of any jurisdiction other than (i) the laws of the State of Maryland (including the Maryland REIT Law and the Maryland Revised Uniform Limited Partnership Act, as applicable to Maryland real estate investment trusts and Maryland limited partnerships) and (ii) the laws of the State of New York;
(b) federal securities laws, including the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder; or
(c) the securities or "blue sky" laws of any state or other jurisdiction.
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 express no opinion with respect to the laws of any other jurisdiction, and we express no opinion concerning federal law, including, without limitation, the Securities Act, the Exchange Act, or any rules or regulations promulgated by the Commission or any other federal agency.
We express no opinion concerning the effect of any future changes in applicable law or in the interpretation thereof, or of any future changes in the facts or circumstances upon which the opinions expressed herein are based. The opinions expressed herein are rendered as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to advise the Registrants or any other person of any change in law, fact, or circumstance that may hereafter come to our attention, whether or not such change would affect or modify the opinions expressed herein.
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 may rely on this opinion to the extent, and only to the extent, expressly set forth in the relevant underwriting agreement, distribution agreement, purchase agreement, or other offering documentation executed in connection with the offering and sale of any Securities.
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 of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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 authorization and execution of the definitive documentation governing such Securities, and such other matters as we may deem necessary or appropriate in the circumstances, all as contemplated by the Registration Statement. Any such supplemental opinion, when delivered, shall be deemed to supplement and form a part of this opinion for all purposes.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire, Partner
Calderwood & Harkness LLP 1750 K Street, N.W., Suite 800 Washington, D.C. 20006

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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