8-K
ADAMAS TRUST, INC. (ADAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported): August 22, 2025
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specifiedin its charter)
| Maryland | 001-32216 | 47-0934168 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
90 Park Avenue
New York, New York 10016
(Address and zip code of principal executive offices)
(212) 792-0107
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of Each Exchange OnWhich Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | NYMT | NASDAQ Stock Market |
| 8.000%<br>Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference | NYMTN | NASDAQ Stock Market |
| 7.875%<br> Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par<br> value $0.01 per share, $25.00 Liquidation Preference | NYMTM | NASDAQ Stock Market |
| 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference | NYMTL | NASDAQ Stock Market |
| 7.000%<br>Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference | NYMTZ | NASDAQ Stock Market |
| 9.125% Senior Notes due 2029 | NYMTI | NASDAQ Stock Market |
| 9.125% Senior Notes due 2030 | NYMTG | NASDAQ Stock Market |
| 9.875% Senior Notes due 2030 | NYMTH | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
|---|
On August 22, 2025 (the “Closing Date”), New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $25 million aggregate principal amount of its 9.875% Senior Notes due 2030 (the “Notes”) in a registered direct offering pursuant to the Company’s registration statement on Form S-3 (File No. 333-281046) (the “Registration Statement”) and a related prospectus, as supplemented by a prospectus supplement, dated August 22, 2025, as filed with the Securities Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are part of the same series as the $90,000,000 principal amount of 9.875% Senior Unsecured Notes due 2030 issued by the Company on July 8, 2025 (the “Initial Notes”), as previously disclosed on the Company’s Form 8-K filed with the SEC on July 8, 2025 (the “July Form 8-K”), and have the same terms as the Initial Notes. The description of the terms of the Initial Notes and the Indenture (as defined below) contained in the July Form 8-K is incorporated by reference herein.
The Notes were sold pursuant to a securities purchase agreement, dated as of August 22, 2025, by and among the Company and certain institutional investors. The Notes were issued and sold at 100% of the principal amount.
The Notes were issued under the indenture, dated January 23, 2017 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated July 8, 2025 (the “Fourth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. The Notes are senior unsecured obligations of the Company
The net proceeds to the Company from the sale of the Notes, after deducting the Company’s estimated offering expenses, are expected to be approximately $24.8 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, acquiring the Company’s targeted assets and various other types of mortgage-, residential housing- and credit-related assets that the Company may target from time to time and general working capital purposes.
Copies of the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Vinson & Elkins L.L.P. relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEW YORK MORTGAGE TRUST, INC. | |
|---|---|
| (Registrant) | |
| By: | /s/ Kristine R. Nario-Eng |
| Name: | Kristine R. Nario-Eng |
| Title: | Chief Financial Officer |
Date: August 22, 2025
2
Exhibit 5.1
August 22, 2025
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re: Registration Statement on Form S-3 (File No. 333-281046)
Ladies and Gentlemen:
We have served as Maryland counsel to New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the filing of the above-referenced registration statement, and all amendments thereto (collectively, the “Registration Statement”), by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the registration of the offering and issuance of up to $25,000,000 in aggregate principal amount of the Company’s 9.875% Senior Notes due 2030 (the “Notes”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related form of prospectus included therein, in the form in which it was transmitted to the Commission under the 1933 Act;
2. The Prospectus Supplement, dated August 22, 2025, in the form filed with the Commission under the 1933 Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Third Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company and a duly authorized committee thereof (a) at a meeting duly called and held or (b) in an action by unanimous consent, relating to, among other matters, (i) the authorization of the offering and issuance of the Notes and (ii) the Indenture (as defined below), certified as of the date hereof by an officer of the Company;
New York Mortgage Trust, Inc.
August 22, 2025
Page 2
6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
7. A certificate executed by an officer of the Company, dated as of the date hereof;
8. The Indenture, dated as of January 23, 2017 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, predecessor to U.S. Bank Trust Company, National Association;
9. The Fourth Supplemental Indenture, dated as of July 8, 2025 (the “Fourth Supplemental Indenture, and, together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee; and
10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information as to matters of fact contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any of the provisions of any of the Documents, by action or omission of the parties or otherwise.
New York Mortgage Trust, Inc.
August 22, 2025
Page 3
The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers currently at our firm who have performed legal services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Maryland and is in good standing with the SDAT.
2. The Company has the corporate power to enter into and perform its obligations under the Indenture. The Indenture has been duly authorized, executed and, so far as is known to us, delivered by the Company.
3. The issuance of the Notes has been duly authorized by all necessary corporate action on the part of the Company.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with 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 or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is 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. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Notes (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm in the Prospectus Supplement. 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 1933 Act.
| Very truly yours, |
|---|
| /s/ Venable LLP |
Exhibit 5.2
August 22, 2025
Board of Directors
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
| Re: | New York Mortgage Trust, Inc. – Up to $25,000,000 aggregate principal amount of 9.875% Senior Notes Due 2030 |
|---|
Ladies and Gentlemen:
We have acted as special counsel to New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of up to $25,000,000 aggregate principal amount of 9.875% Senior Notes Due 2030 of the Company (the “Notes”) to be issued under the fourth supplemental indenture between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), dated as of July 8, 2025 (the “Fourth Supplemental Indenture”), to the indenture between the Company and U.S. Bank National Association, as predecessor to the Trustee, dated January 23, 2017 (the “Base Indenture” and, together with the Fourth Supplemental Indenture, the “Indenture”), and sold to certain institutional investors pursuant to the Securities Purchase Agreement, dated August 22, 2025 (the “Purchase Agreement”), by and among the Company, on the one hand, and the purchasers listed on Schedule I to the Purchase Agreement (the “Purchasers”), on the other hand.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the foregoing, we have examined the following documents:
| (i) | the Company’s Registration Statement on Form S-3 (Registration No. 333-281046), as filed with the<br>Securities and Exchange Commission (the “Commission”) on July 26, 2024 and declared effective by the Commission on<br>August 5, 2024 (such registration statement, including the documents incorporated by reference therein, the “Registration Statement”)<br>pursuant to the Securities Act; |
|---|---|
| (ii) | the base prospectus, dated August 5, 2024 (including the documents incorporated by reference therein),<br>which forms a part of and is included in the Registration Statement, as supplemented by the prospectus supplement, dated August 22, 2025,<br>relating to the offering of the Notes, as filed with the Commission on August 22, 2025 pursuant to Rule 424(b) under the Securities Act<br>(including the documents incorporated by reference therein) (collectively, the “Prospectus”); |
| --- | --- |
| Vinson & Elkins LLP Attorneys at Law<br><br> <br>Austin Dallas Denver Dubai Dublin Houston London Los Angeles<br><br> <br>New York Richmond San Francisco Tokyo Washington | 2200 Pennsylvania Avenue NW, Suite 500 West<br><br> <br>Washington, DC 20037-1701<br><br> <br>Tel +1.202.639.6500 Fax +1.202.639.6604 www.velaw.com |
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August 22, 2025 Page 2
| (iii) | an executed copy of the Purchase Agreement; |
|---|---|
| (iv) | executed copies of the Base Indenture and the Fourth Supplemental Indenture; |
| --- | --- |
| (v) | resolutions of the Board of Directors of the Company (the “Board”), dated as of August<br>6, 2025, with respect to, among other things, the issuance, sale and due authorization of the Notes and the formation of a pricing committee<br>of the Board (the “Pricing Committee”) in connection therewith, as certified by the Secretary of the Company as of<br>the date hereof (the “Board Resolutions”); |
| --- | --- |
| (vi) | resolutions of the Pricing Committee, dated as of August 21, 2025, with respect to the pricing of the<br>issuance and sale of the Notes, as certified by the Secretary of the Company as of the date hereof (the “Pricing Committee Resolutions”<br>and, together with the Board Resolutions, the “Resolutions”); |
| --- | --- |
| (vii) | a copy of the certificate executed by the Secretary of the Company, dated as of the date hereof, as to<br>certain factual matters; and |
| --- | --- |
| (viii) | the global certificate used to evidence the Notes, as certified by the Secretary of the Company on the<br>date hereof. |
| --- | --- |
In addition to our examination of the documents referred to above, we also have examined originals or reproductions or certified copies of certain records of the Company and certificates of officers of the Company and of public officials. In these examinations and for purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents and records and other papers submitted to us as originals, (ii) the conformity to the originals of all documents and records and other papers submitted to us as copies and the authenticity of the originals of such documents and records and other papers, (iii) the due authorization, execution and delivery of all documents and records and other papers by all parties, and, except to the extent expressly stated in the opinions contained herein, the validity, binding effect and enforceability thereof, (iv) the full legal capacity of natural persons, (v) the genuineness of all signatures, (vi) the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System, as supplemented by its Interactive Data Electronic Applications system (“EDGAR”), except for required EDGAR formatting changes, to physical copies of the documents and records and other papers submitted for our examination, (vii) that the Notes have been duly authenticated, issued and delivered by the Trustee, (viii) the accuracy of the representations and warranties, and the respective performance of the agreements, of each of the Company and of the Purchasers in the Purchase Agreement and (ix) that the parties to the Base Indenture have not acted in a manner since the date of its effectiveness that would effect an amendment to, or modify the interpretation of, the Base Indenture.
August 22, 2025 Page 3
As to factual matters, we have relied upon the accuracy of the representations and warranties made in the Purchase Agreement, upon certificates of officers of the Company and upon certificates and oral advice of public officials, without independent investigation. Without limiting the generality of the foregoing, for purposes of our opinion, we have not searched any electronic or other databases, nor have we conducted a search of the dockets of any court or administrative or other regulatory agency.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Notes, when executed and delivered by the Company and duly authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of the Purchase Agreement and the Resolutions, will constitute valid and binding obligations of the Company, enforceable against the Company under the laws of the State of New York in accordance with their terms, subject to the qualification that the enforceability of obligations of the Company thereunder may be limited or otherwise affected by (a) the effects of bankruptcy, insolvency, reorganization, receivership, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity, whether considered at law or in equity, and (c) an implied covenant of good faith and fair dealing.
We express no opinion concerning or as to (i) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, (ii) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws, or (iii) the enforceability of provisions of the Indenture or the Notes (a) that provide for liquidated damages or any “make whole,” “yield maintenance” or “premium amount” to the extent they may be deemed a penalty or (b) relating to amounts payable on the Notes upon acceleration that may be deemed to be unearned interest.
We do not purport to express any opinion on any laws other than the statutory laws of the State of New York. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied from this opinion.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.2 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we come within 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. This opinion is given as of the date hereof, and we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
| Very truly yours, |
|---|
| /s/ Vinson & Elkins L.L.P. |
Exhibit 8.1
August 22, 2025
New York Mortgage Trust, Inc.
90 Park Avenue, 23rd Floor
New York, New York 10016
| Re: | New York Mortgage Trust, Inc. Qualification as a Real Estate Investment Trust |
|---|
Ladies and Gentlemen:
We have acted as counsel to New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), in connection with the offer and sale of $25,000,000 in aggregate principal amount of 9.875% Senior Notes due 2030 (the “Notes”), pursuant to a securities purchase agreement between the Company and certain institutional investors dated August 22, 2025 (the “Securities Purchase Agreement”), a preliminary prospectus supplement dated August 22, 2025, and a final prospectus supplement dated August 22, 2025 (together, the “Prospectus Supplement”) to the prospectus filed on July 26, 2024 (the “Prospectus”), forming part of a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024 and declared effective by the SEC on August 5, 2024 (File No. 333-281046) (the “Registration Statement”), with respect to the offer and sale of shares of common stock, par value $0.01 per share, of the Company, shares of preferred stock, par value $0.01 per share, of the Company, and debt securities of the Company that may be offered and sold from time to time by the Company. The Notes will be part of the same series as the $90,000,000 aggregate principal amount of the Company’s 9.875% Senior Notes due 2030 that were issued on July 8, 2025 (the “Initial Notes”) and will have the same CUSIP number as, and will trade interchangeably with, the Initial Notes. You have requested our opinion regarding certain U.S. federal income tax matters.
In giving this opinion letter, we have examined the following:
1. the Company’s Articles of Amendment and Restatement, as amended and supplemented;
2. the Company’s Bylaws;
3. the Limited Liability Company Agreement of NYMT Securitization Sub-REIT, LLC, a Delaware limited liability company (“Sub-REIT”), dated as of November 15, 2021;
| Vinson & Elkins LLP Attorneys at Law<br><br> <br>Austin Dallas Denver Dubai Dublin Houston London<br><br> <br>Los Angeles New York Richmond San Francisco Tokyo Washington | 901 East Byrd Street, Suite 1500<br><br> <br>Richmond, VA 23219<br><br> <br>Tel +1.804.327.6300 Fax +1.804.327.6301 velaw.com | 2200 Pennsylvania Avenue NW, Suite 500 West<br><br> <br>Washington, DC 20037-1701<br><br> <br>Tel +1.202.639.6500 Fax +1.202.639.6604 velaw.com |
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| August 22, 2025 Page 2 | ||
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4. the organizational documents for New York Mortgage Funding, LLC (“NYMF”), Hypotheca Capital, LLC (“Hypotheca”), NYMT Residential Tax, LLC (“NYMT Residential”), NYMT Residential Tax 2013-RP1, LLC (“Residential Tax 1”), NYMT Residential Tax 2013-RP2, LLC (“Residential Tax 2”), NYMT Residential Tax 2013-RP3, LLC (“Residential Tax 3”), NYMT Residential Tax 2016-RP1, LLC (“Residential Tax 4”), Headlands Asset Management Fund III (Cayman), LP, Headlands Flagship Opportunity Fund Series I (“Headlands”), NYMT Commercial Management, LLC (“Commercial Management”), NYMT Securitization Company, LLC (“Securitization Company”), and Aaro Asset Management, LLC (“Aaro”);
5. the Registration Statement, the Prospectus, and the Prospectus Supplement;
6. the Securities Purchase Agreement;
7. the “taxable REIT subsidiary” (“TRS”) election for Hypotheca, which election, as amended, lists The New York Mortgage Company, Inc. and NYMC Loan Corporation as greater than 35%-owned subsidiaries;
8. the TRS election for NYMF;
9. the TRS election for NYMT Residential;
10. the TRS election for Residential Tax 1;
11. the TRS election for Residential Tax 2;
12. the TRS election for Residential Tax 3;
13. the TRS election for Residential Tax 4;
14. the TRS election for Headlands;
15. the TRS election for Commercial Management;
16. the TRS election for Securitization Company;
17. the TRS election for Aaro; and
18. such other documents as we have deemed necessary or appropriate for purposes of this opinion.
| August 22, 2025 Page 3 |
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In connection with the opinions rendered below, we have assumed, with your consent, that:
1. each of the documents referred to above has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;
2. during its taxable year ending December 31, 2025, and future taxable years, the Company has operated and will operate in a manner that will make the representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company (the “Company Officer’s Certificate”), true for such years, without regard to any qualifications as to knowledge or belief;
3. during its taxable year ending December 31, 2025, and future taxable years, Sub-REIT has operated and will operate in a manner that will make the representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of Sub-REIT (the “Sub-REIT Officer’s Certificate” and together with the Company Officer’s Certificate, the “Officer’s Certificates”), true for such years, without regard to any qualifications as to knowledge or belief;
4. the Company will not make any amendments to its organizational documents or the organizational documents of NYMF, Hypotheca, Residential Tax 4, Commercial Management, Securitization Company, Aaro or any other subsidiary after the date of this opinion that would affect the Company’s qualification as a real estate investment trust (a “REIT”) for any taxable year;
5. Sub-REIT will not make any amendments to its organizational documents or the organizational documents of any subsidiary after the date of this opinion that would affect Sub-REIT’s qualification as a REIT for any taxable year; and
6. no action will be taken by the Company, Sub-REIT, NYMF, Hypotheca, Residential Tax 4, Commercial Management, Securitization Company, Aaro or any other subsidiary after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.
In connection with the opinions rendered below, we have also relied upon the correctness, without regard to any qualification as to knowledge or belief, of the factual representations and covenants contained in the Officer’s Certificates and the factual matters discussed in the Prospectus and the Prospectus Supplement that relate to the Company’s status as a REIT. We are not aware of any facts that are inconsistent with the representations contained in the Officer’s Certificates. Furthermore, where the factual representations in the Officer’s Certificates involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individuals making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority.
| August 22, 2025 Page 4 |
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Based on the documents and assumptions set forth above, the representations and covenants set forth in the Officer’s Certificates, and the factual matters discussed in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material U.S. Federal Income Tax Considerations” (which are incorporated herein by reference), we are of the opinion that:
(a) the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code, for its short taxable year ended December 31, 2004 and its taxable years ended December 31, 2005 through December 31, 2024, and the Company’s organization and current and proposed method of operation (as described in the Company Officer’s Certificate) will enable it to continue to qualify as a REIT under the Code for its taxable year ending December 31, 2025 and thereafter; and
(b) the descriptions of law and the legal conclusions in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material U.S. Federal Income Tax Considerations” are correct in all material respects.
We will not review on a continuing basis the Company’s or Sub-REIT’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificates. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all the facts referred to in this opinion letter or the Officer’s Certificates.
The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof; and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. Additional issues may exist that could affect the U.S. federal income tax treatment of the transaction or matter that is the subject of this opinion, and this opinion letter does not consider or provide a conclusion with respect to any such additional issues. We undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter speaks only as of the date hereof. Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Material U.S. Federal Income Tax Considerations” and “Certain Legal Matters” in the Prospectus and under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the SEC.
| Sincerely, |
|---|
| /s/ Vinson & Elkins LLP |
| VINSON & ELKINS LLP |