CLIFFORD CHANCE US LLP |
31 WEST 52ND STREET |
NEW YORK, NY 10019-6131 |
TEL +1 212 878 8000 |
FAX +1 212 878 8375 |
www.cliffordchance.com |
1. | The Company is duly formed as a real estate investment trust under the laws of the State of Maryland and is in good standing. |
2. | When the board of trustees of the Company (the “Board”) authorizes the issuance of authorized but unissued Common Shares and in accordance with that authorization the Common Shares (a) are sold for at least their par value as contemplated in the Registration Statement or (b) are issued on exercise of a right to convert Preferred Shares, Depositary Shares or Debt Securities, on exercise of Warrants or on the exercise of Rights, which are sold for at least the par value of the Common Shares (including any amount paid at the time of conversion or exercise) as contemplated in the Registration Statement, the Common Shares will be validly issued, fully paid and nonassessable. |
CLIFFORD CHANCE US LLP |
31 WEST 52ND STREET |
NEW YORK, NY 10019-6131 |
TEL +1 212 878 8000 |
FAX +1 212 878 8375 |
www.cliffordchance.com |
3. | The Common Shares and 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share issuable upon the exchange of limited partnership units in the Company's operating partnership, NSA OP, LP (the “Operating Partnership”) (including limited partnership units issuable upon the conversion into, or exchange for, other units in the Operating Partnership or its subsidiaries) in accordance with the Third Amended and Restated Agreement of Limited Partnership, as amended, of the Operating Partnership (the “Partnership Agreement”) have been duly authorized and, when and if issued upon redemption of such limited partnership units in the Operating Partnership (including limited partnership units issuable upon the conversion into, or exchange for, other units in the Operating Partnership or its subsidiaries in accordance with the Partnership Agreement will be validly issued, fully paid and nonassessable. |
4. | When the Board authorizes the creation and sale of one or more series of Preferred Shares in accordance with the provisions of the Company’s articles of amendment and restatement relating to the issuance of Preferred Shares and in accordance with that authorization that Preferred Shares are (a) sold for at least their par value as contemplated in the Registration Statement, (b) issued on conversion of other series of Preferred Shares or on exercise of Warrants, which are sold for at least the par value of the Preferred Shares (including any amount paid at the time of conversion or exercise) as contemplated in the Registration Statement or (c) issued upon the exchange of limited partnership units in the Operating Partnership in accordance with the Partnership Agreement, that Preferred Shares will be validly issued, fully paid and nonassessable. |
5. | When the Board authorizes the creation and sale of Depositary Shares representing interests in shares of a particular series of Preferred Shares and in accordance with that authorization those Depositary Shares are (a) sold for at least the par value of the underlying Preferred Shares as contemplated in the Registration Statement or (b) issued on conversion of other series of underlying Preferred Shares or exercise of Warrants, which are sold for at least the par value of the Preferred Shares (including any amount paid at the time of conversion or exercise) as contemplated by the Registration Statement, those Depositary Shares will be validly issued, fully paid and nonassessable. |
6. | When the Board authorizes the creation of one or more series of Debt Securities, and in accordance with that authorization and a duly executed and delivered indenture and any supplemental indenture between the Company and the trustee named therein, those Debt Securities are sold as contemplated in the Registration Statement, if the interest on those Debt Securities is not at a rate which violates applicable law, those Debt Securities will constitute valid and legally binding obligations of the Company (subject to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). |
7. | When the Board authorizes the issuance of Warrants which provide for the issuance of Common Shares, Preferred Shares or Depositary Shares upon payment of consideration equal at least to the par value of the Common Shares, Preferred Shares or Depositary Shares being issued, if applicable, and which do not contain provisions which violate applicable law, and in accordance |
CLIFFORD CHANCE US LLP |
31 WEST 52ND STREET |
NEW YORK, NY 10019-6131 |
TEL +1 212 878 8000 |
FAX +1 212 878 8375 |
www.cliffordchance.com |
8. | When the Board authorizes the issuance of Rights which provide for the right to purchase Common Shares, upon payment of consideration equal to at least the par value of the Common Shares being issued, and which do not contain provisions which violate applicable law, and in accordance with that authorization those Rights are issued as contemplated in the Registration Statement, those Rights will constitute valid and legally binding obligations of the Company (subject to any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). |