EX-5.2 3 a2236951zex-5_2.htm EX-5.2

Exhibit 5.2


NEW YORK, NY  10019-9601

TELEPHONE: 212.468.8000
FACSIMILE: 212.468.7900






October 23, 2018



591 West Putnam Avenue

Greenwich, Connecticut 06830


Re:                             Registration Statement on Form S-4


Ladies and Gentlemen:


We serve as special Maryland counsel to Starwood Property 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 U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the proposed offer to exchange and issuance of up to $500,000,000 in aggregate principal amount of the Company’s new 3.625% Senior Notes due 2021 (the “Exchange Securities”) for a like aggregate principal amount of outstanding 3.625% Senior Notes due 2021 (the “Original Securities”).  The Exchange Securities are to be issued pursuant to the Indenture (as defined below).  This opinion is being provided at your request in connection with the filing of the Registration Statement.


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 (collectively, the “Documents”):


1.             The Registration Statement, and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Commission under the 1933 Act, relating to the offering of the Exchange Securities;


2.             The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);



3.             The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;


4.             A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;


5.             Resolutions adopted by the Board of Directors of the Company relating to the authorization of (a) the sale and issuance of the Original Securities and (b) the issuance of the Exchange Securities, certified as of the date hereof by an officer of the Company;


6.             The Indenture, dated as of January 29, 2018 (the “Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”); and


7.             A certificate executed by an officer of the Company, dated as of the date hereof.


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 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 provision of any of the Documents, by action or omission of the parties or otherwise.


5.             The Exchange Securities, if and when issued, will have substantially identical terms as the Original Securities and will be issued in exchange therefor as contemplated by the Indenture and the Registration Statement.


The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the transactions covered by, and 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 and the Exchange Securities.


3.             The execution and delivery by the Company of the Indenture and the Exchange Securities and the issuance of the Exchange Securities have been duly authorized by all necessary corporate action on the part of the Company.


4.             The Indenture has been duly executed and, so far as is known to us, delivered by 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 the applicability or effect of 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.  We note that the Indenture is governed by the laws of the State of New York.  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 Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  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,