[LEDGEWOOD LAW FIRM LETTERHEAD]











                                   May 1, 2002





RAIT Investment Trust

1818 Market Street - 28th Floor

Philadelphia, PA  19103





                              RAIT Investment Trust

                              ---------------------

                                Qualification as

                                ----------------

                          Real Estate Investment Trust

                          ----------------------------



Ladies and Gentlemen:



         We have acted as counsel to RAIT Investment Trust, a Maryland real

estate investment trust (the "Company") in connection with the offer and sale by

the Company of 1,000,000 common shares of beneficial interest (the "Shares"),

par value $.01 per share (the "Common Shares"), as set forth in the Company's

Registration Statement, as amended, Registration No. 333-69422 (the

"Registration Statement"), the prospectus dated November 2, 2001 included as a

part of the Registration Statement (the "Base Prospectus") and the Company's

Prospectus Supplement dated April 25, 2002 (the "Prospectus Supplement," and

together with the Base Prospectus, the "Prospectus"). You have requested our

opinion regarding certain U.S. federal income tax matters.



         The Company conducts its operations through RAIT Partnership, L.P., a

Delaware limited partnership (the "Operating Partnership"), which owns

substantially all of the Company's assets. The sole general partner of the

Operating Partnership is RAIT General, Inc. (the "General Partner"), and the

sole limited partner of the Operating Partnership is RAIT Limited, Inc. (the

"Limited Partner"). The Company owns all of the stock of each of those

corporations. As of December 31, 2001, the Operating Partnership had interests

in a portfolio of 36 loans (the "Loans") and in five real properties (two

through direct ownership, the other three through an interest in the

pass-through entities that own the properties) (the "Equity Interests"). The

Operating Partnership controls certain assets through ownership of partnership

interests, membership interests and stock ownership as set forth on Schedule A

hereto. All of the partnerships and limited liability companies on Schedule A

are collectively referred to as the "Partnerships;" all of the corporations on

Schedule A are collectively referred to as the "Corporations."

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