UMH PROPERTIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2018 • Umh Properties, Inc. • Real estate investment trusts • New York
We have served as Maryland counsel for UMH Properties, Inc., a Maryland corporation (the "Company"), in connection with certain matters arising out of the sale and issuance by the Company of up to [l] shares (the "Shares") of [l]% Series [l] Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series [l] Preferred Stock"), [including up to an additional [l] Shares to be issued pursuant to the exercise of an overallotment option,] of the Company in an underwritten public offering (the "Offering") pursuant to the Underwriting Agreement, dated as of [l] (the "Agreement"), by and among the Company, BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed on Schedule I thereto (the "Underwriters"). This opinion is being delivered to you pursuant to Section 5(d) of the Agreement. Unless otherwise defined herein, capitalized terms defined in the Agreement and used herein shall have the meanings ascribed to
