Exhibit 1.1

AMENDMENT TO

DEALER MANAGER AGREEMENT

March 14, 2025

NexPoint Securities, Inc.

200 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

This Amendment to Dealer Manager Agreement, dated March 14, 2025 (the “Amendment”) amends the Dealer Manager Agreement (the “Dealer Manager Agreement”) dated November 2, 2023 by and between NexPoint Real Estate Finance, Inc. (the “Company”) and NexPoint Securities, Inc. (the “Dealer Manager”).

RECITALS

The Company and the Dealer Manager desire to amend the Dealer Manager Agreement as set forth herein.

AGREEMENTS

2.         Registration Statement on Form S-3, File No. 333-276177.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have each duly executed this Amendment as of the day and year set forth above.

Exhibit 5.1

March 14, 2025

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”), by the Company pursuant to the Registration Statement. We understand that, as of the date hereof, the Company has sold 8,118,666 Shares, and, accordingly, 7,881,334 Shares may be issued and sold pursuant to the Registration Statement. You have requested our opinion with respect to the matters set forth below.

In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(i)    the corporate charter of the Company (the “Charter”) represented by Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on June 7, 2019, Articles of Amendment filed with the Department on June 20, 2019, Articles of Amendment filed with the Department on July 12, 2019, Articles of Amendment and Restatement filed with the Department on February 3, 2020, Articles Supplementary filed with the Department on July 20, 2020, Articles Supplementary filed with the Department on March 31, 2021 and Articles Supplementary filed with the Department on November 2, 2023 (the “Series B Articles Supplementary”);

(ii)    the Bylaws of the Company, adopted on or as of June 10, 2019 (the “2019 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 3, 2020 (the “2020 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of May 4, 2021 (the “2021 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 22, 2023 (the “2023 Bylaws”), and the Second Amended and Restated Bylaws of the Company, adopted on or as of January 3, 2024 (the “2024 Bylaws”, and together with the 2019 Bylaws, the 2020 Bylaws, the 2021 Bylaws and the 2023 Bylaws, collectively, the “Bylaws”);

(iii)    Written Consent of Sole Director in Lieu of Organization Meeting, dated as of June 10, 2019 (the “Organizational Resolutions”);

(iv)    certain resolutions adopted by the Board of Directors of the Company (the “Board of Directors”) relating to, among other things, the authorization of the issuance of the Shares (the “Directors’ Resolutions”);

(v)    the Registration Statement and the related base prospectus, dated December 29, 2023, and the related prospectus supplement, dated March 14, 2025, each in the form filed or to be filed with the Commission pursuant to the Act;

(vi)    a certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Organizational Resolutions and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and as to the manner of adoption of the Directors’ Resolutions;

(vii)    a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is duly authorized to transact business in the State of Maryland; and

(viii)    such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed the following:

(a)    each person executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;

(b)    each natural person executing any of the Documents is legally competent to do so;

(c)    any of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

(d)    the Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof;

(e)    the Company has not, and is not required to be, registered under the Investment Company Act of 1940;

(f)    none of the Shares will be issued or transferred in violation of the provisions of Article VII of the Charter or Section 14 of the Series B Articles Supplementary relating to restrictions on ownership and transfer of shares of stock of the Company;

(g)    none of the Shares will be issued or sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL; and

(h)    upon each issuance of any of the Shares subsequent to the date hereof, the total number of shares of Series B Preferred Stock issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect to the issuance of such Shares, will not exceed the total number of shares of Series B Preferred Stock that the Company is authorized to issue under the Charter.

Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

1.    The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

2.    The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company and, when issued and delivered by the Company in exchange for payment therefor in accordance with the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinions are expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Registration Statement, and we further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland corporate counsel to the Company in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Ballard Spahr LLP
 

Exhibit 5.2

March 14, 2025

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”), by the Company pursuant to the Registration Statement on Form S-3 (Registration No. 333-276177), which was originally filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on or about December 20, 2023 and declared effective on December 29, 2023 (the “Registration Statement”). We understand that, as of the date hereof, the Company has sold Shares having an aggregate gross sales price of approximately $12.6 million pursuant to the Equity Distribution Agreements, and, accordingly, Shares having an aggregate gross sales price of up to approximately $87.4 million may be issued and sold pursuant to the Equity Distribution Agreements and the Registration Statement. You have requested our opinion with respect to the matters set forth below.

In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(i)    the corporate charter of the Company (the “Charter”) represented by Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on February 3, 2020, Articles Supplementary filed with the Department on July 20, 2020 (the “2020 Series A Articles Supplementary”) and Articles Supplementary filed with the Department on March 31, 2021 (the “2021 Series A Articles Supplementary” and together with the 2020 Series A Articles Supplementary, the “Series A Articles Supplementary”) and Articles Supplementary filed with the Department on November 2, 2023;

(ii)    the Bylaws of the Company, adopted on or as of June 10, 2019 (the “2019 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 3, 2020 (the “2020 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of May 4, 2021 (the “2021 Bylaws”), the Amended and Restated Bylaws of the Company, adopted on or as of February 22, 2023 (the “2023 Bylaws”), and the Second Amended and Restated Bylaws of the Company, adopted on or as of January 3, 2024 (the “2024 Bylaws”, and together with the 2019 Bylaws, the 2020 Bylaws, the 2021 Bylaws and the 2023 Bylaws, collectively, the “Bylaws”);

(iii)    Written Consent of Sole Director in Lieu of Organization Meeting, dated as of June 10, 2019 (the “Organizational Resolutions”);

(iv)    certain resolutions adopted by the Board of Directors of the Company (the “Board of Directors”), or a duly authorized committee thereof, relating to, among other things, the authorization of the issuance and sale of the Shares (collectively, the “Directors’ Resolutions”);

(v)    the Registration Statement and the related base prospectus, dated December 29, 2023, and the related prospectus supplement, dated March 14, 2025, each in the form filed or to be filed with the Commission pursuant to the Act;

(vi)    each of the Equity Distribution Agreements, dated as of March 15, 2022, by and among the Company, NexPoint Real Estate Finance Operating Partnership, L.P., NexPoint Real Estate Advisors VII, L.P. and each of Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc., Robert W. Baird & Co. Incorporated and Virtu Americas LLC (collectively, the “Equity Distribution Agreements”);

(vii)    a certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Organizational Resolutions and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and as to the manner of adoption of the Directors’ Resolutions and the form, approval, execution and delivery of the Equity Distribution Agreements;

(viii)    a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is duly authorized to transact business in the State of Maryland; and

(ix)    such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed the following:

(a)    each person executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;

(b)    each natural person executing any of the Documents is legally competent to do so;

(c)    any of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

(d)    the Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof;

(e)    the Company has not, and is not required to be, registered under the Investment Company Act of 1940;

(f)    none of the Shares will be issued or transferred in violation of the provisions of Article VII of the Charter or Section 10 of the Series A Articles Supplementary relating to restrictions on ownership and transfer of shares of stock of the Company;

(g)    none of the Shares will be issued or sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL;

(h)    the aggregate gross sales price of all of the Shares issued and sold pursuant to the Equity Distribution Agreements will not exceed $87,424,507; the aggregate number of ATM Common Shares issued and sold pursuant to the Equity Distribution Agreements will not exceed the maximum number of ATM Common Shares authorized for issuance and sale in the Directors’ Resolutions; and the aggregate number of ATM Preferred Shares issued and sold pursuant to the Equity Distribution Agreements will not exceed the maximum number of ATM Preferred Shares authorized for issuance and sale in the Directors’ Resolutions;

(i)    the consideration per share to be received by the Company for each ATM Common Share and each ATM Preferred Share issued and sold pursuant to the Equity Distribution Agreements will be determined in accordance with, and will not be less than the applicable minimum consideration per share nor more than any applicable maximum consideration per share set forth in, the Directors’ Resolutions; and

(j)    upon each issuance of any ATM Preferred Shares subsequent to the date hereof, and upon each issuance of any ATM Common Shares subsequent to the date hereof, the total number of shares of Common Stock issued and outstanding on the date subsequent to the date hereof on which such ATM Preferred Shares or ATM Common Shares are issued, after giving effect to the issuance of such ATM Common Shares and the prospective issuance of shares of Common Stock upon the conversion of the ATM Preferred Shares then issued and outstanding, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter; and upon each issuance of any ATM Preferred Shares subsequent to the date hereof, the total number of shares of Series A Preferred Stock issued and outstanding on the date subsequent to the date hereof on which such ATM Preferred Shares are issued, after giving effect to the issuance of such ATM Preferred Shares, will not exceed the total number of shares of Series A Preferred Stock that the Company is authorized to issue under the Charter.

Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

1.    The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

2.    The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company and, when issued and delivered by the Company in exchange for payment therefor as provided in, and in accordance with, the Equity Distribution Agreements and the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinions are expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Registration Statement, and we further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Ballard Spahr LLP

Exhibit 8.1

March 14, 2025

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of a maximum of 7,881,334 shares of the Company’s 9.00% Series B Cumulative Redeemable Preferred Stock at a public offering price of $25.00 per share (the “Shares”). The Shares are included in the Company’s registration statement on Form S-3 (Registration No. 333-276177), in the form originally filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2023 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement, dated March 14, 2025 (the “Prospectus Supplement”) to the base prospectus forming part of the Registration Statement (together with the documents incorporated by reference therein, the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), with the Prospectus forming part of the Registration Statement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Prospectus.

In connection with our opinion, we have reviewed and are relying upon:

together with such other documents, records and instruments that we have deemed necessary or appropriate for purposes of our opinion, and have assumed their accuracy as of the date hereof. For purposes of our review we have also assumed the authenticity of all documents we have examined as well as the genuineness of signatures and the validity of the indicated capacity of each party executing a document. This opinion is based on various facts and assumptions. In addition, we have relied upon (i) certain representations made by the Company and its subsidiaries with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of the Company, dated as of the date hereof (the “Company Officer’s Certificate”) and (ii) certain representations made by NREF OP IV REIT Sub with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of NREF OP IV REIT Sub, dated as of the date hereof (the “NREF OP IV REIT Sub Officer’s Certificate”).

In our capacity as counsel to the Company we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Company Officer’s Certificate or the NREF OP IV REIT Sub Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents, and the conformity to authentic original documents of all documents submitted to us as copies.

Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date hereof. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion is rendered only as of the date hereof and we undertake no responsibility to update this opinion after this date. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.

Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that:

The Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of gross income, the composition of assets, the level of distributions to stockholders, and the diversity of its stock ownership. Winston & Strawn LLP undertakes no responsibility to review, and 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 nature of its assets, the amount and types of its gross income, the level of its distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

Other than as expressly stated above, we express no opinion on any issue relating to the Company, the OP, the Manager or any of the Company’s subsidiaries or to any investment therein.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Prospectus constituting a part of the Registration Statement, and to the reference to us under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Winston & Strawn LLP

Exhibit 8.2

March 14, 2025

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), in connection with an “at-the-market” equity offering by the Company relating to the issuance and sale of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), and shares of the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) up to a maximum aggregate offering amount of $87,424,507 (collectively, the “Shares”). The Shares are included in the Company’s registration statement on Form S-3 (Registration No. 333-276177), in the form originally filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2023 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), and the final prospectus supplement, dated March 14, 2025 (the “Prospectus Supplement”), to the base prospectus forming part of the Registration Statement (together with the documents incorporated by reference therein, the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), with the Prospectus forming part of the Registration Statement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Prospectus.

In connection with our opinion, we have reviewed and are relying upon:

together with such other documents, records and instruments that we have deemed necessary or appropriate for purposes of our opinion, and have assumed their accuracy as of the date hereof. For purposes of our review we have also assumed the authenticity of all documents we have examined as well as the genuineness of signatures and the validity of the indicated capacity of each party executing a document. This opinion is based on various facts and assumptions. In addition, we have relied upon (i) certain representations made by the Company and its subsidiaries with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of the Company, dated as of the date hereof (the “Company Officer’s Certificate”) and (ii) certain representations made by NREF OP IV REIT Sub with respect to certain factual matters set forth in a certificate of an authorized and knowledgeable (with respect to the matters therein) officer of NREF OP IV REIT Sub, dated as of the date hereof (the “NREF OP IV REIT Sub Officer’s Certificate”).

In our capacity as counsel to the Company we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Company Officer’s Certificate or the NREF OP IV REIT Sub Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents, and the conformity to authentic original documents of all documents submitted to us as copies.

Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date hereof. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion is rendered only as of the date hereof and we undertake no responsibility to update this opinion after this date. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.

Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that:

The Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of gross income, the composition of assets, the level of distributions to stockholders, and the diversity of its stock ownership. Winston & Strawn LLP undertakes no responsibility to review, and 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 nature of its assets, the amount and types of its gross income, the level of its distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

Other than as expressly stated above, we express no opinion on any issue relating to the Company, the OP, the Manager or any of the Company’s subsidiaries or to any investment therein.

We hereby consent to the filing of this opinion as Exhibit 8.2 to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Prospectus constituting a part of the Registration Statement, and to the reference to us under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Winston & Strawn LLP