Opinion Relating to REIT Qualification Clause Samples

Opinion Relating to REIT Qualification. CPA16 shall have received an opinion, dated as of the Closing Date, of DLA Piper LLP (US) to the effect that, commencing with its taxable year ended December 31, 2012, W. P. Carey has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described in the Joint Proxy Statement/Prospectus and Form S-4 will enable W. P. Carey to continue to meet the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, DLA Piper LLP (US) may rely on customary assumptions and representations of W. P. Carey reasonably acceptable to CPA16, and the opinion set forth in Section 5.2(d).

Opinion Relating to REIT Qualification. CPA14 shall have received an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ Chance US LLP to the effect that, at all times since its taxable year ended December 31, 2007, CPA16 has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described in the Joint Proxy Statement/Prospectus and Form S-4 will enable CPA16 to meet the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, ▇▇▇▇▇▇▇▇ Chance US LLP may rely on customary assumptions and representations of CPA16 reasonably acceptable to CPA14, and the opinion set forth in Section 5.2(d).

Opinion Relating to REIT Qualification. CPA16 and Merger Sub shall have received an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP to the effect that, at all times since its taxable year ended December 31, 2007, CPA14 has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, which shall be in a form customary for transactions of this nature, ▇▇▇▇▇▇▇▇▇ Traurig, LLP may rely on customary assumptions and representations of CPA14 reasonably acceptable to CPA16.

Opinion Relating to REIT Qualification. NewCo REIT and Merger Sub shall have received an opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇▇ Chance US LLP to the effect that, at all times since its taxable year ended December 31, 2008 through the Closing Date, CPA15 has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, which shall be in a form customary for transactions of this nature, ▇▇▇▇▇▇▇▇ Chance US LLP may rely on customary assumptions and representations of CPA15 reasonably acceptable to NewCo REIT.

Opinion Relating to REIT Qualification. The Company shall have received the written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or other nationally recognized law firm reasonably satisfactory to the Company), dated as of the Closing Date in substantially the form attached hereto as Exhibit D, to the effect that (i) commencing with its taxable year ended December 31, 2015 through its taxable year ended December 31, 2022, the Predecessor was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (ii) commencing with Parent’s taxable year ended December 31, 2023, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation will enable Parent to continue to meet the require-ments for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 7.14 and shall be subject to customary assumptions, exceptions, limitations and qualifications).

Opinion Relating to REIT Qualification. Parent shall have received the written opinion of ▇▇▇▇▇▇▇ Procter LLP (or other nationally recognized law firm reasonably satisfactory to Parent), dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, to the effect that (i) commencing with its taxable year ended December 31, 2015 through the Company’s taxable year ending with the Company Merger, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (ii) the Company’s prior, current and proposed ownership, organization and method of operations as described in the representation letter described in Section 7.14(a) have allowed and will continue to allow the Company to satisfy the requirements for qualification and taxation as a REIT under the Code commencing with its taxable year ended December 31, 2015 through its taxable year ending with the Company Merger (which opinion shall be based upon the representation letter described in Section 7.14(a) and shall be subject to customary assumptions, exceptions, limitations and qualifications).

Opinion Relating to REIT Qualification. MAA shall have received the written opinion of ▇▇▇▇▇ Lovells US LLP (or other Colonial counsel reasonably acceptable to MAA), dated as of the Closing Date and in the form attached hereto as Exhibit H, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2004 and ending with its taxable year that ends with the Parent Merger, Colonial has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(B)).

Opinion Relating to REIT Qualification. ARPI shall have received the written opinion of ▇▇▇▇▇ Lovells US LLP, dated as of the Closing Date in the form attached hereto as Exhibit E, to the effect that for all taxable periods commencing with its taxable year of formation, AMH has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that its past, current and intended future organization and operations will permit AMH to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Parent Merger Effective Time and thereafter (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(A)).

Opinion Relating to REIT Qualification. W. P. Carey and Merger Sub shall have received an opinion, dated as of the Closing Date, of Clifford Chance US LLP to the effect that, at all times since (i) with respect to CPA16, its taxable year ended December 31, 2009 through the Closing Date, and (ii) with respect to CPA16 Merger Sub, its taxable year ended December 31, 2011 through the Closing Date, CPA16 and CPA16 Merger Sub have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, which shall be in a form customary for transactions of this nature, Clifford Chance US LLP may rely on customary assumptions and representations of CPA16 and CPA16 Merger Sub reasonably acceptable to W. P. Carey.