April 27, 2001







RAIT Investment Trust

1818 Market Street - 28th Floor

Philadelphia, PA  19101



                              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 preparation of a

Form S-3 registration statement, File No. 333-xxxxx (the "Registration

Statement") filed with the Securities and Exchange Commission ("SEC") with

respect to the public offering and sale by the Company and the selling

shareholders named in the Registration Statement of up to $50,000,000 of common

or preferred shares of beneficial interest (the "Offered Shares") of the

Company. 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 and sole limited

partner of the Operating Partnership are RAIT General, Inc. and RAIT Limited,

Inc., respectively. The Company owns all of the stock of each of those

corporations. As of December 31, 2000, the Operating Partnership had interests

in a portfolio of twenty-six 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 Exhibit 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."



         In connection with the opinions rendered below, we have examined the

following:



         1) the Company's Amended and Restated Declaration of Trust, as filed

with the State Department of Assessments and Taxation of Maryland on November

20, 1997 and amended January 7, 1999 and September 27, 2000;

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