RAIT FINANCIAL TRUST 1,600,000 Series C Cumulative Redeemable Preferred Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2007 • RAIT Financial Trust • Real estate investment trusts • New York
We have acted as counsel to RAIT Financial Trust (the “Company”) and RAIT Partnership, L.P. (the “Partnership”) in connection with the offer and sale by the Company of shares of the Company’s % Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share (the “Shares”), including Shares which are exercisable pursuant to your over-allotment option, as set forth in the Company’s prospectus dated , 2007. This opinion is being rendered to you pursuant to Section 6(a) of the Underwriting Agreement (the “Agreement”) dated June , 2007 among the Company, the Partnership and the underwriters named therein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement.
