Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the redemption date. If, prior to the Change of Control Conversion Date the Issuer has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock (whether pursuant to its optional redemption right described above or this special optional redemption right), the holders of Series B Preferred Stock will not have the conversion right described above under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemption. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: 7.625% Joint Book Running Managers: ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. Co-Managers Credit Suisse Securities (USA) LLC, Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., MLV & Co LLC and Steme, ▇▇▇▇ & ▇▇▇▇▇, Inc. Listing/Symbol: The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “DXPrB” ISIN: US26817Q8033 CUSIP: ▇▇▇▇▇▇▇▇▇ The Issuer has filed a registration statement (including a prospectus dated December 13, 2011 and a preliminary prospectus supplement dated April 11, 2013) with the SEC for the offering to which this communication relaxes. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and ether documents the issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling ▇. ▇. ▇▇▇▇▇▇ Securities LLC collect at ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. toll-free at 1-800-966-1559. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “Company”), in connection with the offering and sale by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). This letter is being delivered to you pursuant to Section 5(b) of the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:

Special Optional Redemption. Upon the occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), we will have the Issuer may, at its option, option to redeem the Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated all accrued and unpaid dividends thereon distributions to, but not including, the date of redemption. If we exercise our redemption date. If, prior to the Change of Control rights as described under “Conversion Date the Issuer has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock (whether pursuant to its optional redemption right described above or this special optional redemption right)Rights” below, the holders of Series B Preferred Stock will not have the conversion right rights described above under “—below. Conversion Rights” with respect : Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in the Preliminary Prospectus Supplement), we have provided or provide notice of our election to redeem the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series B Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series B Preferred Stock plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series B Preferred Stock distribution payment and prior to the corresponding Series B Preferred Stock distribution payment date, in which case no additional amount for such accrued and unpaid distributions will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 10.2041 (the “Stock Cap”), subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). Assuming we sell 4,200,000 shares of Series B Preferred Stock called in this offering, the adjusted Exchange Cap would be approximately 48,973,578 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable). If prior to the Change of Control Conversion Date, we have provided or provide a redemption notice, whether pursuant to our special optional redemption right in connection with a Change of Control or our optional redemption right, holders of Series B Preferred Stock will not have any right to convert the Series B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series B Preferred Stock subsequently selected for redemptionredemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. Please see For definitions, additional terms and provisions and other important information relating to the section entitled foregoing, you should review the information appearing in the Preliminary Prospectus Supplement under “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption— Conversion Rights. Listing/Trading Symbol: NYSE / “CDR PrB.” in The last reported sales price for the Preliminary Prospectus Supplement Yield: 7.625% Joint Book Running ManagersSeries B Preferred Stock on the NYSE on September 11, 2012 was $25.20 per share. CUSIP/ISIN: ▇.▇. ▇▇▇▇▇▇▇ Securities / US1506024074 Joint Book-Running Managers: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇ Fargo Securities, LLC and Joint Lead Managers: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. RBC Capital Markets, LLC ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇Company, Inc. Incorporated Co-Managers Managers: Credit Suisse Securities (USA) LLC, Ladenburg ▇▇▇▇▇▇▇▇ LLC KeyBanc Capital Markets Inc. MLV & Co. Inc.LLC As used in this free writing prospectus, MLV & Co LLC references to the “Company,” “issuer,” “us,” “our” and Steme, ▇▇▇▇ & ▇▇▇▇▇“we” mean Cedar Realty Trust, Inc. Listing/Symbol: excluding its subsidiaries, unless otherwise expressly stated or the context otherwise requires. The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “DXPrB” ISIN: US26817Q8033 CUSIP: ▇▇▇▇▇▇▇▇▇ The Issuer issuer has filed a registration statement (including a prospectus dated December 13, 2011 and a preliminary prospectus supplement dated April 11, 2013prospectus) with the SEC Securities and Exchange Commission (the “SEC”) for the offering to which this communication relaxesrelates. Before you invest, you should read the prospectus in that registration statement, statement and the related preliminary prospectus supplement and ether other documents the issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling by calling ▇. ▇. ▇▇▇▇▇▇ Securities Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated toll-free at 1-800-294-1322 or by email to ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or by calling ▇▇▇▇▇ Fargo Securities, LLC collect toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇ and or by email to ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. September , 2012 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇ Fargo Securities, Inc. toll-free at 1-800-966-1559. ▇.▇. LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇, ▇▇▇& ▇▇▇▇▇ and ▇▇▇▇▇, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC Incorporated ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex CapitalCedar Realty Trust, Inc., a Virginia Maryland corporation (the “Company”) and Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with (i) the offering Company’s Registration Statement on Form S-3 (No. 333-179956), including the Base Prospectus, dated May 2, 2012, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and (ii) the issuance and sale by the Company of up to 2,300,000 an aggregate of shares of its 7.6257.25% Series B Cumulative Redeemable Preferred Stock (liquidation preference Stock, par value $25.00 .01 per share) share (the “Series B Preferred StockShares”), pursuant to an that certain Underwriting Agreement, dated April as of September 11, 2013, by and among the Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc., as representatives of the underwriters named therein 2012 (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and you, as the Representatives of each of the several underwriters listed on Schedule A thereto (the “Underwriters”). This letter is being delivered We are rendering this opinion to you pursuant to Section 5(b) of the Underwriting Agreement. All Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement, including the Base Prospectus, and the exhibits thereto, (iii) the Base Prospectus as supplemented by the Company’s preliminary prospectus supplement relating to the Shares, subject to completion, dated September 11, 2012, and the Company’s final prospectus supplement relating to the Shares dated September 11, 2012 and (iv) the charter (including the Series B Articles Supplementary and the Initial Increase Articles Supplementary as filed with the SDAT) and by-laws of the Company, and the Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”). We have also examined originals or copies copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, indenturesand such documents, agreements records, agreements, instruments and certificates and other instruments, certificates of public officials, certificates of communications from officers and representatives of the CompanyCompany and others, and other documents have made such examinations of law, as we have deemed necessary to require as a form the basis for of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to such opinionsthe opinions expressed below, we have, when relevant facts were not independently established, have relied upon certification by officers (i) the representations and warranties of the Company and other appropriate persons and statements the Operating Partnership contained in the Underwriting Agreement or made pursuant thereto or in connection with the closing thereunder and (ii) statements by, and certificates of, officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any opinion herein concerning any law other than the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America. We have, however, made an independent investigation of the Maryland General Corporation Law (consisting of an examination of such statute of such state) to the extent involved in our opinions expressed below. For purposes of this letter, we have assumed that the Underwriting Agreement is a valid and binding obligation of you and is enforceable against you in accordance with its terms. When reference is made in this opinion to “our knowledge” or to what is “known to us,” it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to the Underwriting Agreement, the Registration Statement, the General Disclosure Package Prospectus and the Prospectussale of the Shares. In additionWith respect to our opinion expressed in paragraphs 1, 3 and 4 below relating to the good standing and valid existence of each of the Company and its Subsidiaries, we have relied relied, with your permission, solely upon the representations contained in the Underwriting Agreement. In our examination good standing certificates of records and other documentspublic officials or upon confirmation via facsimile of good standing as an existing corporation or partnership from such public officials, we have assumed the authenticity copies of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter which are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereofbeing delivered concurrently herewith. Based upon and subject to the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:

Special Optional Redemption. Upon If the occurrence of a Change of ControlParent IPO is not completed on or prior to October 2, 2018 (such period, the Issuer “Special Redemption Period”), the following provisions shall be applicable. (a) At any time during the Special Redemption Period, if the Parent IPO is not completed or Vrio ▇▇▇▇▇ 1 determines that the Parent IPO will not be consummated by the date set forth above, the Issuers may, at its their option, redeem the Series B Preferred Stock, Notes in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a special redemption price (the “Special Redemption Price”) equal to 101.000% of $25.00 per sharethe aggregate principal amount of the Notes, plus any accumulated accrued and unpaid dividends thereon interest on the principal amount of the Notes to, but not including, the redemption date. If, prior to the Change of Control Conversion Special Redemption Date the Issuer has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock (whether pursuant to its optional redemption right described above or this special optional redemption right), the holders of Series B Preferred Stock will not have the conversion right described above under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemption. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: 7.625% Joint Book Running Managers: ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. Co-Managers Credit Suisse Securities (USA) LLC, Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., MLV & Co LLC and Steme, ▇▇▇▇ & ▇▇▇▇▇, Inc. Listing/Symbol: The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “DXPrB” ISIN: US26817Q8033 CUSIP: ▇▇▇▇▇▇▇▇▇ The Issuer has filed a registration statement (including a prospectus dated December 13, 2011 and a preliminary prospectus supplement dated April 11, 2013) with the SEC for the offering to which this communication relaxes. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and ether documents the issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling ▇. ▇. ▇▇▇▇▇▇ Securities LLC collect at ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. toll-free at 1-800-966-1559. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “CompanySpecial Redemption”); and (b) If the Issuers so wish to redeem the Notes, the Issuers shall promptly (but in no event later than the termination of the Special Redemption Period) notify the Trustee in writing of such event, and the Trustee will, no later than five Business Days following receipt of such notice from the Issuers, notify the Holders (such date of notification to the Holders, the “Redemption Notice Date”), that the Notes will be redeemed on the date selected by the Issuers in the notice, which shall be no less than 15 days and no more than 30 days following the Redemption Notice Date (such date, the “Special Redemption Date”), in connection each case, in accordance with the offering applicable provisions of this Indenture. On the Redemption Notice Date, the Trustee will notify each Holder of the Notes in accordance with the applicable provisions of this Indenture that all of the outstanding Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and sale without any further action by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc., as representatives Holders of the underwriters named therein (Notes. The Issuers shall prepare the “Underwriting Agreement”). This letter is being notice to be delivered to you pursuant the Holders by the Trustee on the Redemption Notice Date. At or prior to Section 5(b12:00 p.m. (New York City time) on the Business Day immediately preceding the Special Redemption Date, the Issuers shall irrevocably deposit with the Trustee funds sufficient to pay the Special Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Redemption Date. Notwithstanding that the notice of the Underwriting Agreement. All terms not otherwise defined herein have Special Redemption must be given during the meanings set forth in Special Redemption Period, such redemption may be consummated following the Underwriting Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:Special Redemption Period.

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series B A Preferred StockShares, in whole or in part, part and within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of by paying $25.00 per share, plus any accumulated accrued and unpaid dividends thereon to, but not including, the redemption datedate of redemption. If, prior to the Change of Control Conversion Date Date, the Issuer has provided or provides notice of its election redemption with respect to redeem some or all of the shares of Series B A Preferred Stock Shares (whether pursuant to its the Issuer’s optional redemption right described above or this its special optional redemption right), the holders of Series B Preferred Stock investors will not have the conversion right described above under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemptionabove. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: 7.6257.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book Book-Running Managers: ▇.▇. ▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇Lynch, ▇▇Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Senior Co-Managers Credit Suisse Securities (USA) LLCManagers: Citigroup Global Markets Inc. RBC Capital Markets, Ladenburg LLC Co-Managers: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. Inc., MLV & Co ▇▇▇▇▇ LLC and Steme, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇Company, Inc. Listing/Symbol: The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol NYSE / “DXPrBPEBPrA” ISIN: US26817Q8033 US70509V2097 CUSIP: ▇▇▇▇▇▇▇▇▇ The Issuer issuer has filed a registration statement (including a prospectus dated December 13January 11, 2011 and a preliminary prospectus supplement dated April 11March 7, 20132011) with the SEC for the offering to which this communication relaxesrelates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and ether other documents the issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling ▇. ▇. ▇▇▇▇▇▇ Securities Fargo Securities, LLC collect toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇, ▇▇▇▇▇▇▇ Lynch, ▇▇Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ▇ Incorporated toll-free at 1-800-966294-1559. 1322 or ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇ & Associates, Inc. toll-free at ▇, -▇▇▇-▇▇▇-▇▇▇▇. HUNTON & ▇▇▇▇▇▇▇▇ and LLP RIVERFRONT PLAZA, EAST TOWER ▇▇▇ ▇▇▇▇ ▇▇, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o ▇.▇. ▇ ▇▇▇▇▇▇ Securities RICHMOND, VIRGINIA ▇▇▇▇▇-▇▇▇▇ TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “Company”), in connection with the offering and sale by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, Inc.a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the underwriters named therein Underwriters (the “Underwriting Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This letter opinion is being delivered furnished to you at the request of the Company pursuant to Section 5(b) of the Underwriting Purchase Agreement. All Capitalized terms used in this letter and not otherwise defined herein shall have the meanings set forth ascribed to such terms in the Underwriting Purchase Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of In connection with the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In additionforegoing, we have relied upon examined the representations contained in the Underwriting Agreement. In our examination of records and other following documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:

Special Optional Redemption. Upon N/A The 2026 Notes may also be redeemed at the occurrence of a Change of ControlIssuer’s option, the Issuer mayin whole, at its optionany time before June 1, redeem the Series B Preferred Stock2017, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price equal to 101% of $25.00 per sharethe aggregate principal amount of the 2026 Notes being redeemed, plus any accumulated accrued and unpaid dividends thereon interest on the aggregate principal amount of such 2026 Notes being redeemed to, but not includingexcluding, the redemption date. Ifdate of such redemption, prior to if, in the Change of Control Conversion Date the Issuer has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock (whether pursuant to its optional redemption right described above or this special optional redemption right)Issuer’s judgment, the holders of Series B Preferred Stock Transaction will not have the conversion right described above under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemptionbe consummated on or before June 1, 2017. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement YieldTrade Date: 7.625% September 29, 2016 September 29, 2016 Settlement Date: T+4; October 5, 2016 T+4; October 5, 2016 CUSIP / ISIN: 233331 AX5/US233331AX57 233331 AY3/US233331AY31 Denominations: $1,000 and integral multiples thereof $1,000 and integral multiples thereof Anticipated Ratings*: [intentionally omitted] [intentionally omitted] Joint Book Book-Running Managers: ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇ Fargo Securities, LLC BNY Mellon Capital Markets, LLC Barclays Capital Inc. MUFG Securities Americas Inc. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Scotia Capital (USA) Inc. Citigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇Senior Co-Managers: BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA Inc. MUFG Securities Americas Inc. TD Securities (USA) LLC UBS Securities LLC Co-Managers: Comerica Securities, Inc. SunTrust ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. Co-Managers Credit Suisse Securities (USA) LLC, Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., MLV & Co LLC and Steme, ▇▇▇▇ & ▇▇▇▇▇, Inc. Listing/Symbol: The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “DXPrB” ISIN: US26817Q8033 CUSIP: ▇▇▇▇▇▇▇▇▇ , Inc. U.S. Bancorp Investments, Inc. *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.The Issuer issuer has filed a registration statement (including a prospectus dated December 13, 2011 and a preliminary prospectus supplement dated April 11, 2013prospectus) with the SEC for the offering to which this communication relaxesrelates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement statement and ether other documents the issuer has filed with the SEC for more complete information about the Issuer issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling calling, ▇. ▇▇▇▇ Fargo Securities, LLC toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, BNY Mellon Capital Markets, LLC toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, MUFG Securities Americas Inc. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, Barclays Capital Inc. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated toll-free at 1-800-294-1322, Scotia Capital (USA) Inc. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or ▇.▇. ▇▇▇▇▇▇ Securities LLC collect at ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. toll-free at 1-800-966-1559. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “Company”), in connection with the offering and sale by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). This letter is being delivered to you pursuant to Section 5(b) of the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that: