CUBESMART 12,000,000 COMMON SHARES EQUITY DISTRIBUTION AGREEMENT

Exhibit 7(o)(1)

MATTERS TO BE COVERED BY INITIAL COMPANY COUNSEL OPINION
(Corporate Opinion)

(Tax Opinion)

May 7, 2013

To the Opinion Recipients Set Forth

In Schedule I Hereto

Dear Ladies and Gentlemen:

We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the preparation of a registration statement on Form S-3 (Registration Statement No. 333-176885) (the registration statement, including all information deemed to be a part thereof pursuant to Rule 430B of the general rules and regulations under the Securities Act (as defined below), at the time such registration statement became or was deemed effective, the exhibits and schedules thereto at such time, and all documents incorporated by reference therein is herein referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus contained therein (the “Base Prospectus”), the preparation of the prospectus supplement, dated the date hereof (the “Prospectus Supplement” and, together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) related to the offering for sale of up to 12,000,000 shares (the “Securities”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), pursuant to (i) the Equity Distribution Agreement, dated as of the date hereof, by and among the Company, the Operating Partnership and [         ]; (ii) the Equity Distribution Agreement, dated as of the date hereof, by and among the Company, the Operating Partnership and [         ]; (iii) the Equity Distribution Agreement, dated as of the date hereof, by and among the Company, the Operating Partnership and [         ]; (iv) the Equity Distribution Agreement, dated as of the date hereof, by and among the Company, the Operating Partnership and [         ]; and (v) the Equity Distribution Agreement, dated as of the date hereof, by and among the Company, the Operating Partnership and [         ] (together with [         ], [         ], [         ] and [         ], collectively, the “Sales Agents”) (such agreements, collectively, the “Equity Distribution Agreements”).  We have been requested to give this opinion pursuant to Section 7(o) of the Equity Distribution Agreements.  Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Equity Distribution Agreements.

We have examined the Equity Distribution Agreements and the other documents listed on Exhibit A attached hereto (collectively, the “Reviewed Documents”) and such other agreements, instruments and certificates contemplated thereby and such corporate documents, records and certificates of the officers of the Company and the Operating Partnership and of public officials as we have considered necessary in the circumstances.  We have also made such examination of laws and certificates of public officials as we have deemed necessary to enable us to render this opinion.  In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the due execution and delivery by all parties (other than the Company and the Operating Partnership) of the Reviewed Documents to which they are parties, that the Reviewed Documents constitute valid and legally binding agreements and obligations of all parties thereto (other than the Company and the Operating Partnership), the authenticity of all documents submitted to us as originals and the conformity to original documents of documents submitted to us as certified or photostatic copies.

We have assumed the accuracy and correctness of all statements of fact contained in certificates of and discussions with officers of the Company and the Operating Partnership and certificates of public officials and the representations and warranties contained in the Reviewed Documents.  In basing certain opinions herein on “our knowledge,” the words “known to us” signify that no information has come to our attention that has given us actual knowledge or actual notice that any such facts or matters or opinions are not accurate or that any of the information on which we have relied is not accurate and complete.  We have not undertaken any independent investigation to verify such certificates, discussions or representations and warranties, nor have we reviewed the dockets or records of any courts.

With respect to the opinions as to the existence and good standing set forth in paragraphs 1, 6, 7 and 9 below, we have relied exclusively upon the declaration of trust or bylaws of the Company, the certificate of limited partnership and limited partnership agreement of the Operating Partnership and other governing or organizational documents, as applicable, and good standing certificates issued by the Secretary of State of the State with applicable jurisdiction for each of the Company and the Operating Partnership.

We further have assumed that the consideration required to be paid for the issuance of (i) the outstanding Common Shares pursuant to resolutions of the Board of Trustees of the Company authorizing the issuance of those securities has in fact been paid to and received by the Company and (ii) the outstanding units of limited and general partnership interests of the Operating Partnership and the outstanding shares of stock, beneficial interest and partnership interest, as applicable, in each of the subsidiaries has in fact been paid to and received by the Company.

We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America, the Delaware Revised Uniform Limited Partnership Act, and the laws of the States of New York and Maryland (including the rules or regulations promulgated thereunder or pursuant thereto) that a New York lawyer or Maryland lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company and the Operating Partnership.

In connection with giving this opinion, we have further assumed as follows:

A.        That each certificate issued by any government official, office or agency concerning a party’s property or status is accurate, complete and authentic and that all official public records are accurate and complete.

B.        That there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

C.        That there are no other agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of any Reviewed Document.

D.        That each applicable statute, rule, regulation, order and agency action affecting the parties to any Reviewed Document or the transactions contemplated thereby is valid and constitutional.

E.         Except as otherwise provided in paragraphs 13 and 16, we have assumed, without expressing any opinion thereon, that any required consents or approvals of, or notices to, federal or state regulatory or administrative bodies with applicable jurisdiction have been obtained or given, as appropriate, and that any applicable notice or appeals periods have passed.

F.         That the Company and the Operating Partnership will not in the future take any discretionary action (including a decision not to act) permitted under any Reviewed Document that would result in a violation of law or constitute a breach or default under any contract, order, writ, judgment or decree to which the Company or the Operating Partnership is a party or by which it or its property is bound.

G.        That all parties to the transactions contemplated by the Reviewed Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Reviewed Documents.

Based on the foregoing and subject to the qualifications contained herein, it is our opinion that:

1.            The Company is a real estate investment trust duly formed and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland. The Company has the real estate investment trust power (a) to own or lease and operate its properties and to conduct its business in all material respects as described in the Company’s annual report on Form 10-K under Item 1 (“Business”) and Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in the Registration Statement and the Prospectus under the captions “Summary — Overview” and “CubeSmart and the Operating Partnership” and (b) to enter into and perform its obligations under the Equity Distribution Agreements.

2.            The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus under the caption “Description of CubeSmart’s Capital Shares” and in the Company’s Registration Statements on Form 8-A filed on October 19, 2004 and October 31, 2011 (as each may be amended or supplemented from time to time) and the outstanding Common Shares (which do not include the Securities) have been duly authorized and validly issued and are fully paid and nonassessable.

The terms of the Common Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Registration Statement and the Prospectus under the caption “Description of CubeSmart’s Capital Shares”, which descriptions meet the requirements of Item 9 of Form S-3 under the Securities Act.  The issuance of the outstanding Common Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland Code, Corporations and Associations, Title 8, as amended (the “Maryland REIT Law”), the declaration of trust or the bylaws of the Company or, based solely on an officer’s certificate of the Company and any facts otherwise known to us, any agreement or other instrument to which the Company is a party.

3.            Based solely on an officer’s certificate of the Company and any facts otherwise known to us, except as disclosed in the Registration Statement and the Prospectus: (a) no shares of beneficial interest of the Company are reserved for issuance upon conversion, redemption or exchange or for any other purpose; (b) there are no outstanding securities convertible into or exchangeable for any shares of beneficial interest of the Company; and (c) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Common Shares or any other securities of the Company.

4.            The Company has the real estate investment trust power to authorize, issue and sell the Securities in the manner contemplated by the Equity Distribution Agreements. The issuance of the Securities has been duly authorized and, when issued and delivered by the Company in accordance with the resolutions adopted by the board of trustees of the Company and the Equity Distribution Agreements against payment of the consideration set forth therein, the Securities will be validly issued, fully paid and nonassessable and will conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus under the caption “Description of CubeSmart’s Capital Shares.” The issuance of the Securities by the Company is not subject to preemptive or other similar rights arising under the Maryland REIT Law, the declaration of trust or the bylaws of the Company or, based solely on an officer’s certificate of the Company and any facts otherwise known to us, any agreement or other instrument to which the Company is a party. The form of the certificate evidencing the Common Shares complies with all applicable statutory requirements under the Maryland REIT Law, the declaration of trust and the bylaws of the Company.  The form of certificate used to evidence the Securities is in due and proper form and complies with all applicable statutory requirements, with any applicable requirements of the Company’s declaration of trust or bylaws and with the requirements of the NYSE.

5.            The information in the Registration Statement under Item 15 (“Indemnification of Directors and Officers”) and in the Prospectus under the caption “Description of CubeSmart’s Capital Shares” have been reviewed by us, insofar as such information relates to provisions of Maryland law or the declaration of trust or bylaws of the Company, as applicable, constitutes an accurate summary of such provisions of Maryland law or the declaration of trust or bylaws in all material respects.

The statements in the Prospectus under the caption “Plan of Distribution,” insofar as such statements purport to summarize certain provisions of the Equity Distribution Agreements, fairly summarize such provisions in all material respects.

6.            The Company is duly qualified to do business as a foreign entity, and is in good standing to the extent each jurisdiction recognizes such concept, under the laws of each jurisdiction set forth on Exhibit B hereto.

7.            The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware.

8.            The Operating Partnership has the limited partnership power and authority to conduct its business and to own, lease and operate its properties as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under the Equity Distribution Agreements.

9.            The Operating Partnership is duly qualified as a foreign partnership, and is in good standing to the extent each jurisdiction recognizes such concept, under the laws of each jurisdiction set forth on Exhibit C hereto.

10.    The limited partnership agreement of the Operating Partnership has been duly and validly authorized, executed and delivered by the general partner and constitutes a valid and binding agreement, enforceable against the general partner in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally or by general principles of equity.

11.    To our knowledge, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other ownership interests of the Operating Partnership, except as disclosed in the Registration Statement and the Prospectus. The terms of the Units conform, in all material respects, to the description thereof contained in the Registration Statement and the Prospectus.

12.    The Equity Distribution Agreements have been duly authorized, executed and, to our knowledge, delivered by the Company and the Operating Partnership.

13.    Any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by Rule 424(b); at the time the Registration Statement became effective, the Registration Statement and, as of its date and as of the date hereof, the Prospectus (in each case, other than the financial statements, financial schedules or financial or accounting data, which is included or incorporated by reference in, or excluded from, the Registration Statement and the Prospectus, as to which we express no opinion) appeared on their face to be appropriately responsive as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder.

14.    Each document incorporated by reference in the Registration Statement or the Prospectus (in each case, other than the financial statements, financial schedules or financial or accounting data, which is included or incorporated by reference in, or excluded from, the Registration Statement and the Prospectus, as to which we express no opinion), when it became effective or was filed with the Commission, as the case may be, appeared on its face to be appropriately responsive as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder.

15.    The Company is not, and after receipt of payment for the Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Prospectus, will not be, an “investment company” required to register under the Investment Company Act of 1940, as amended.

16.    To our knowledge, no consent, approval, authorization, registration or filing with or order of any court or governmental agency or body is required for the Company’s and the Operating Partnership’s execution, delivery and performance of the Equity Distribution Agreements, or the consummation of the transactions contemplated thereby, or by the Prospectus, except as required under the Securities Act and applicable state securities or blue sky laws.

17.    The execution, delivery and performance by the Company and the Operating Partnership of their respective obligations under the Equity Distribution Agreements (other than performance by the Company or the Operating Partnership of their respective obligations under the indemnification section of the Equity Distribution Agreements, as to which no opinion is being rendered) will not conflict with or result in a breach or violation of (i) the provisions of the declaration of trust or bylaws of the Company, the certificate of limited partnership or limited partnership agreement of the Operating Partnership; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note, loan agreement or other agreement, obligation, condition, covenant or instrument that is filed or incorporated by reference as an exhibit to the Registration Statement to which the Company or the Operating Partnership is a party or by which any of them may be bound (collectively, the “Material Contracts”); provided, however, that we express no opinion (a) as to whether the execution, delivery or performance of any contract, instrument or agreement will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of any person or entity or (b) with respect to any matter which requires mathematical calculation or any financial or accounting determination; (iii) to our knowledge, any Delaware corporate, Maryland or United States federal statute, law, rule or regulation applicable to the Company or the Operating Partnership (other than state securities or blue sky laws as to which we express no opinion); or (iv) to our knowledge, any judgment, order or decree applicable to the Company or the Operating Partnership or any of their properties, except in each case as would not have a Material Adverse Effect.

18.    We have no knowledge of any statutes or legal or governmental proceedings required to be described in the Registration Statement and the Prospectus that are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement or the Prospectus (or required to be filed under the 1934 Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required.

In addition to the foregoing, we confirm that:

(i)         the Securities have been approved for listing on the NYSE;

(ii)        the statements on Form 10 incorporated by reference into the Registration Statement and the Prospectus under the caption “Description of Registrant’s Securities to Be Registered,” insofar as such statements describe the terms of the limited partnership agreement of the Operating Partnership fairly summarize, in all material respects, the matters described herein;

(iii)       the Registration Statement has been declared effective by the Commission under the Securities Act and the Prospectus Supplement, pursuant to Rule 424(b), has been prepared and filed in a manner and within the time period required by Rule 424(b).  We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and, to our knowledge, no proceedings for such purpose have been instituted or threatened by the Commission; and

(iv)       except as disclosed in the Registration Statement or the Prospectus, to our knowledge, there is no pending or threatened legal or governmental proceeding to which the Company or the Operating Partnership is a party or to which the properties of the Company or the Operating Partnership are subject (A) which are required to be disclosed in the Registration Statement and the Prospectus or (B) that, if determined adversely, would have a Material Adverse Effect.

We express no legal opinion upon any matter other than those explicitly addressed numbered paragraphs 1-18 above, and our express opinions therein contain shall not be interpreted to be implied opinions upon any other matter.  This opinion is subject to the following qualifications:

(1)        We express no opinion as to any provision in any Reviewed Document that purports to:

(a)        define, waive or set standards for good faith, reasonableness, commercial reasonableness, fair dealing, diligence or the like;

(b)        govern the election of remedies or provide that remedies are cumulative, the limits of severability, mutuality of obligations, and opportunity to cure, limitations on the enforceability of indemnification, contribution or exculpation provisions under applicable securities laws or otherwise;

(c)        release, exculpate or exempt a party from or require indemnification of a party for, liability for its own action or inaction or provide any indemnity or hold harmless to the extent such indemnity or hold harmless is with respect to any activity contrary to public policy;

(d)       require the payment or reimbursement of any fee, cost, expense or other item that is unreasonable in nature or amount; or

(e)        waive or restrict the right to a jury trial, specify a means for service of process, select venue or consent to personal jurisdiction.

(2)        We express no opinion as to, and our opinion is limited by, the effect of:

(a)        general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the availability of specific performance and injunctive relief, regardless of whether considered in a proceeding at law or in equity or the enforceability of confidentiality agreements or other restrictive covenants;

(b)        the availability of the remedy of specific performance or any restrictive covenant, non-compete, non-solicit or similar provision;

(c)        any federal, state or local bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws applicable to creditors’ rights generally;

(d)       any corporate or contract laws or bodies of such laws restricting the transfer of property or incurring of an obligation by a corporation to or for the benefit of its shareholder or shareholders;

(e)        state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; or

(f)        compliance with fiduciary duty requirements.

This opinion is given as of the date hereof and is based on laws and regulations as they exist and are construed as of the date hereof.  We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may come to our attention after the date hereof, or any changes in laws or regulations that may occur after the date hereof.

In addition, we have participated in conferences with officers and other representatives of the Company and the Operating Partnership, representatives of the independent public or certified public accountants for the Company and representatives of the Sales Agents at which the contents of the Registration Statement and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, although we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing has come to our attention that would lead us to believe that:

(1) the Registration Statement, as of the Effective Time, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) the Prospectus, as of its date and as of the date hereof, included or includes any untrue statements of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that we do not express any belief with respect to the financial statements or other financial or accounting data included or incorporated by reference in, or excluded from, the Registration Statement or the Prospectus.  As used herein, “Effective Time” means the time of effectiveness of the Registration Statement for purposes of Section 11 of the Securities Act, as such section applies to each Sales Agent.

This opinion (a) is rendered to each Opinion Recipient in connection with its respective Equity Distribution Agreement and may be relied on by each Opinion Recipient only in connection therewith and by Hunton & Williams LLP only as to matters of Maryland law.  No other person may rely on this opinion; and (b) may not be quoted nor may copies hereof be furnished to any other person without the prior written consent of the undersigned.

SCHEDULE I

Opinion Recipients

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EXHIBIT A

Reviewed Documents

1.         The Registration Statement, as defined in this opinion, and all documents incorporated by reference therein.

2.         The Prospectus, as defined in this opinion, and all documents incorporated by reference therein.

3.         The form of certificate to be used to evidence the Securities, as defined in this opinion.

4.         Each of the documents filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus, as of the effective date of the Registration Statement or the date of the Prospectus, respectively.

EXHIBIT B

CubeSmart Qualification To Do Business

1.            California

2.            Florida

3.            New York

4.            Tennessee

5.            Texas

EXHIBIT C

CubeSmart, L.P. Qualification To Do Business

1.            California

2.            Florida

3.            Illinois

4.            New York

5.            Texas

May 7, 2013

To the Opinion Recipients Set Forth

In Schedule I Hereto

Ladies and Gentlemen:

We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the preparation of the Registration Statement on Form S-3 (Registration No. 333-176885) filed by the Company under the Securities Act of 1933 with the Securities and Exchange Commission on September 16, 2011 (as the same may be amended and supplemented, including, without limitation, as amended and supplemented by the disclosure under the caption “Material Federal Income Tax Considerations” in Exhibit 99.1 to the Form 10-K filed on February 28, 2013, the “Registration Statement”) and with respect to the offer and sale of up to 12,000,000 Common Shares of Beneficial Interest, par value $0.01 per share, of the Company (the “Common Shares”) pursuant to a prospectus supplement dated May 7, 2013 to the base prospectus included as part of the Registration Statement.  The Common Shares will be sold pursuant to (i) the Equity Distribution Agreement, dated as of May 7, 2013 (the “Prospectus Supplement”), among the Company, the Operating Partnership and [         ], (ii) the Equity Distribution Agreement, dated as of May 7, 2013, among the Company, the Operating Partnership and [         ], (iii) the Equity Distribution Agreement, dated as of May 7, 2013, among the Company, the Operating Partnership and [         ], (iv) the Equity Distribution Agreement, dated as of May 7, 2013, among the Company, the Operating Partnership and [         ], and (v) the Equity Distribution Agreement, dated as of May 7, 2013, among the Company, the Operating Partnership and [         ] (collectively, the “Agreements”).  This opinion is provided pursuant to Section 7(o) of the Agreements .

The opinions expressed herein are based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder (including proposed and temporary Treasury regulations) and interpretations of the foregoing as expressed in court decisions, legislative history and administrative determinations of the Internal Revenue Service (the “IRS”) (including its practices and policies in issuing private letter rulings, which are not binding on the IRS, except with respect to a taxpayer that receives such a ruling), all as of the date hereof.  This opinion represents our best legal judgment with respect to the probable outcome on the merits and is not binding on the IRS or the courts.  There can be no assurance that positions contrary to our opinion will not be taken by the IRS, or that a court considering the issues would not reach a conclusion contrary to such opinions.  No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the opinions expressed herein.

In rendering the opinions expressed herein, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including:

(1) the Articles of Amendment and Restatement of Declaration of Trust of the Company, as amended or supplemented through the date hereof and (2) the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of October 27, 2004, as amended or supplemented through the date hereof.

In rendering the opinions expressed herein, we have relied upon written representations as to factual matters of the Company and Operating Partnership contained in an Officer’s Certificate Regarding Certain Tax Matters dated May 7, 2013 regarding their consolidated assets, operations and activities (the “Officer’s Certificate”).  We have not made an independent investigation or audit of the facts set forth in the Officer’s Certificate or in any other document.  We consequently have relied upon the accuracy of the representations as to factual matters in the Officer’s Certificate.  After inquiry, we are not aware of any facts or circumstances contrary to, or inconsistent with, the representations that we have relied upon or the other assumptions set forth herein.  Our opinion is limited to the tax matters specifically covered herein, and we have not addressed, nor have we been asked to address, any other tax matters relevant to the Company, the Operating Partnership or any other person.

We have assumed, with your consent, that, insofar as relevant to the opinions expressed herein:

(1)                    the Company has been and will be operated in the manner described in the Officer’s Certificate and the Registration Statement (including in the documents incorporated therein by reference);

(2)        all of the obligations imposed by the documents that we reviewed have been and will continue to be performed or satisfied in accordance with their terms; and all of such documents have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine;

(3)        all representations made in the Officer’s Certificate (and other factual information provided to us) are true, correct and complete and will continue to be true, correct and complete, and any representation or statement made in the Officer’s Certificate “to the best of knowledge,” “to the knowledge” or “to the actual knowledge” of any person(s) or party(ies) or similarly qualified is true, correct and complete as if made without such qualification; and

(4)        all documents that we have reviewed have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine.

Based upon, subject to the foregoing and the discussion below, we are of the opinion that:

1.         Commencing with its taxable year ended December 31, 2004, the Company has been organized and operated in conformity with the requirements for qualification as a REIT under the Code, and the Company’s current organization and current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2013 and thereafter.

2.         The discussions in the Registration Statement and the Prospectus Supplement under the headings “Material Federal Income Tax Considerations,” to the extent they describe provisions of federal income tax law and regulations or legal conclusions with respect thereto, are correct in all material respects as of the date hereof.

We assume no obligation to advise you of any changes in our opinion subsequent to the date of this letter.  The Company’s qualification for taxation as a REIT depends upon the Company’s ability to meet, on a continuing basis, through actual annual operating and other results, the requirements of the Code, including the requirements with regard to the sources of its gross income, the composition of its assets, the level of its distributions to shareholders and the diversity of its share ownership.  We will not review the Company’s compliance with these requirements on a continuing basis.  Accordingly, no assurance can be given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

Circular 230 Disclosure:  The tax advice, if any, contained in this opinion was not intended or written to be used by any taxpayer, and cannot be used by any taxpayer, for the purposes of (i) avoiding penalties under the Internal Revenue Code or

(ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

SCHEDULE I

Opinion Recipients

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