AGREE REALTY CORPORATION 2,250,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2014 • Agree Realty Corp • Real estate investment trusts • New York
The law covered by the opinions expressed in this opinion letter is limited to the Law (as applicable and as defined in paragraph A below) of (i) the State of Michigan, the Delaware Revised Uniform Limited Partnership Act (the “Delaware RULPA”), and the federal Law of the United States and (ii) exclusively for paragraphs 3, 7(a)(ii), 7(d) and 8 below, the State of New York, in each case in effect on the date of this opinion letter, and we do not express any opinion concerning any other laws. We are not admitted to practice in the State of Delaware and, with respect to the opinions set forth below, insofar as they relate to any Delaware law, we (a) have limited our review, with your permission, to standard compilations available to us of the Delaware RULPA, which we have assumed to be accurate and complete, and (b) have not reviewed case law.
