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Document Preview Opinion Letter Re: Issuance and Sale of Up to Two Million Three Hundred Thousand Common Shares of Beneficial Interest of the Company, par Value One Cent per Share, pursuant to a Registration Statement on Form S-3, as Supplemented |
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Title: |
Opinion Letter Re: Issuance and Sale of Up to Two Million Three Hundred Thousand Common Shares of Beneficial Interest of the Company, par Value One Cent per Share, pursuant to a Registration Statement on Form S-3, as Supplemented |
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Entities: |
RAIT Investment Trust; RAIT Partnership, LP; Friedman, Billings, Ramsey & Co. Inc.; Ballard Spahr Andrews & Ingersoll, LLP; Hunton & Williams; Ledgewood Law Firm |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 30KB total |
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Price: |
$33 |
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ID: |
#265591 |
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[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
October 27, 2003
Friedman, Billings, Ramsey & Co., Inc.
as Representative of the several Underwriters
listed in Schedule I of the Underwriting Agreement
1001 19th Street North
Arlington, Virginia 22209
Re: RAIT Investment Trust, a Maryland real estate investment
trust (the "Company") - issuance and sale of up to Two
Million Three Hundred Thousand (2,300,000) common shares
of beneficial interest of the Company, par value one
cent ($.01) per share (the "Shares"), pursuant to a
Registration Statement on Form S-3 (Registration No.
333-103618), as supplemented (the "Registration
Statement")
Ladies and Gentlemen:
You have requested our opinion as Maryland counsel to
the Company as to certain aspects of Maryland law pursuant to Section 6(c) of
the Agreement, dated as of October 22, 2003 (the "Underwriting Agreement"), by
and among the Company, RAIT Partnership, L.P., a Delaware limited partnership of
which a wholly-owned subsidiary of the Company acts as the general partner (the
"Operating Partnership"), and Friedman, Billings, Ramsey & Co., Inc., as
Representative of the several Underwriters listed in Schedule I of the
Underwriting Agreement. Unless otherwise defined herein, all capitalized terms
shall have the meanings ascribed to them in the Underwriting Agreement.
In our capacity as Maryland counsel to the Company and
for purposes of this opinion, we have examined the following documents:
(a) the declaration of trust of the Company (the
"Declaration of Trust") represented by Articles of
Amendment and Restatement filed with the State
Department of Assessments and Taxation of Maryland (the
"Department") on November 19, 1997, Articles of
Amendment filed with the Department on January 7, 1998
and September 29, 2000 and a Certificate of Correction
filed with the Department on May 10, 2002;
{PAGE}
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Friedman, Billings, Ramsey & Co., Inc.
as Representative of the several Underwriters
listed in Schedule I of the Underwriting Agreement
October 27, 2003
Page 2
(b) the Bylaws of the Company, adopted as of August 14, 1997
(the "Bylaws");
(c) the Organizational Action by Consent in Writing of the
Sole Trustee of the Company, dated as of August 14, 1997
(the "Organizational Minutes");
(d) resolutions adopted by the Board of Trustees of the
Company, or committees thereof, as of October 1, 1997,
December 5, 1997, December 10, 1997, January 5, 1998,
January 8, 1998, January 9, 1998, June 4, 1998, June 30,
1998, December 10, 1998, March 17, 1999, November 1,
2000, January 24, 2001, February 12, 2001, April 25,
2001, June 8, 2001, July 12, 2001, July 25, 2001,
September 5, 2001, October 5, 2001, November 14, 2001,
December 17, 2001, December 20, 2001, January 11, 2002,
January 23, 2002, March 6, 2002, April 3, 2002, April
22, 2002, August 27, 2002, January 30, 2003, February 5,
2003, March 4, 2003, July 29, 2003 and October 8, 2003
(together with the Organizational Minutes, the
"Trustees' Resolutions");
(e) the Base Prospectus, dated July 10, 2003 (the "Base
Prospectus"), and the Prospectus Supplement, dated
October 22, 2003, filed by the Company with the
Securities and Exchange Commission for the offering by
the Company of the Shares (the "Prospectus Supplement")
(the Base Prospectus and the Prospectus Supplement,
including all documents incorporated or deemed
incorporated by reference therein as of October 22,
2003, are hereinafter referred to as, collectively, the
"Prospectus");
(f) a specimen share certificate (the "Specimen Share
Certificate") representing common shares of beneficial
interest of the Company;
(g) a status certificate of the Department, dated October
23, 2003, to the effect that the Company is duly formed
and existing under the laws of the State of Maryland and
is duly authorized to transact business in the State of
Maryland;
(h) a fully executed counterpart of the Underwriting
Agreement;
(i) a certificate of Betsy Z. Cohen, the Chairman of the
Board and Chief Executive Officer of the Company, and
Ellen J. DiStefano, the Chief Financial Officer and
Executive Vice President of the Company, dated October
27, 2003 (the "Officers' Certificate"), to the effect
that, among other things, the Declaration of Trust, the
Bylaws, and the Trustees' Resolutions are true, correct
and complete, and that the Declaration of Trust, the
Bylaws and the Trustees' Resolutions have not been
rescinded or modified and are in full force and effect
as of the date of the Officers' Certificate, and
certifying as to the manner of adoption of the Trustees'
Resolutions, the authorization for issuance of the
Shares, the due authorization
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