PART II AND III

MogulREIT I, LLC

Explanatory Note

This amendment to the offering statement on Form 1-A (the “Amendment”) of MogulREIT I, LLC (the “Company”) has been filed pursuant to Rule 252(f)(1)(iii) promulgated under the Securities Act of 1933, as amended, solely for the purpose of filing certain exhibits as indicated in Part III of this Amendment. This Amendment does not modify any provision of the offering circular that forms a part of the offering statement. Accordingly, the offering circular has been omitted.

PART III—EXHIBITS

Index to Exhibits

Exhibit No.	Description
1.1*	Amended and Restated Selling and Distribution Agreement between RM Sponsor, LLC and North Capital Private Securities Corporation
2.1*	Amended and Restated Certificate of Formation
2.2*	Second Amended and Restated LLC Agreement
2.3*	First Amendment to the Second Amended and Restated LLC Agreement of MogulREIT I, LLC
4.1*	Subscription Package
4.2*	Distribution Reinvestment Plan
6.1*	Loan Servicing Agreement between MogulREIT I, LLC and Realty Mogul, Co.
6.2*	Loan Servicing Agreement between MogulREIT I, LLC and Realty Mogul Commercial Capital, Co.
6.3*	License Agreement between MogulREIT I, LLC and Realty Mogul, Co.
6.4*	Shared Services Agreement between RM Adviser, LLC and Realty Mogul, Co.
6.5*	Master Technology and Services Agreement between RM Technologies, LLC and RM Sponsor, LLC
6.6*	Master Loan Purchase Agreement between Realty Mogul, Co. and Realty Mogul Commercial Capital, Co. and MogulREIT I, LLC
6.7	First Amendment to Master Loan Purchase Agreement between Realty Mogul, Co. and Realty Mogul Commercial Capital, Co. and MogulREIT I, LLC
11.1	Consent of Morris, Manning & Martin, LLP (included in Exhibit 11.4)
11.2	Consent of Morris, Manning & Martin, LLP (included in Exhibit 12.1)
11.3*	Consent of CohnReznick LLP, Independent Auditors
11.4	Opinion of Morris, Manning & Martin, LLP, as to tax matters
12.1	Opinion of Morris, Manning & Martin, LLP, as to the legality of the securities being qualified

*Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on May 6, 2019.

MogulREIT I, LLC

By:RM Adviser, LLC, its Manager

By:  /s/ Jilliene Helman

Name:  Jilliene Helman

Title:    Chief Executive Officer

This offering statement has been signed by the following person in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jilliene Helman Jilliene Helman	Chief Executive Officer, Chief Financial Officer and Secretary of RM Adviser, LLC (Principal Executive, Financial and Accounting Officer)	May 6, 2019

EX1A-6 MAT CTRCT.7

Exhibit 6.7

FIRST AMENDMENT TO MASTER LOAN PURCHASE AGREEMENT

This First Amendment to Master Loan Purchase Agreement (this “Agreement”) is made effective as of this 26th day of November 2018, by and between REALTY MOGUL COMMERCIAL CAPITAL CO., a California corporation (“RMCC Seller”), REALTY MOGUL, CO., a Delaware corporation (“RM Seller”), whereas RMCC Seller and RM Seller are individually and collectively referred to herein as the “Seller”, and MogulREIT I, LLC, a Delaware limited liability company (“Purchaser”);

W I T N E S S E T H:

WHEREAS, on or about the 19th day of August 2016, Purchaser and Seller entered into that certain Master Loan Purchase Agreement dated August 19, 2016 (the “MLPA”); and

WHEREAS, Seller and Purchaser wish to amend the MLPA to include additional definitions, provisions, representations and warranties for certain Transactions (as defined in the MLPA) and make such other modifications as provided herein;

NOW THEREFORE, for and in consideration of the foregoing and for ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.

Section 1.1The introductory “WHEREAS” statements shall be amended and restated in their entirety as follows:

“ WHEREAS, from time to time Seller may originate or acquire commercial real estate mortgage loans, pari-passu loans; subordinate and/or mezzanine loans; and/or participation interests therein (collectively, the “Loans”) as well as unsecured Preferred Equity Interests and Joint Venture Equity Interests (individually or collectively “Equity Interest”), each of the Loans are secured by (i) for mortgage loans, a mortgage, deed of trust, security deed, or any other instrument which constitutes a lien on commercial real property securing payment by a borrower of a promissory note and any modification, or (ii) for mezzanine loans, a pledge of ownership interests in a Borrower.

WHEREAS, the parties hereto desire that Seller may sell certain Loans and Equity Interests to Purchaser from time to time upon the terms and conditions set forth in this Agreement (each such sale, a “Transaction”).

WHEREAS, RM Seller desires to be removed as a party to the MLPA and the parties hereto agree that RM Seller shall no longer be a party to the MLPA as of the Effective Date.”

Section 1.2The definition of “Purchased Loan” in Section 1 of the MLPA shall be amended and restated in its entirety as follows: ““Purchased Loan”:  Each of the Loans and Equity Interests sold by the Seller and purchased by the Purchaser under this Agreement from time to time, as described on the Purchased Loan Schedule, as it may be revised from time to time.”

Section 1.3The definition of “Purchased Loan Schedule” in Section 1 of the MLPA, shall be modified to include the Purchased Loans identified on Schedule I attached hereto.

Section 1.4The a new definition shall be added to Section 1 of the MLPA as follows and inserted in alphabetical order: ““Originating Lender”: The (i) named originating lender in the original Loan Documents which provided the initial funding for the Loan, (ii) the named affiliated entity of the Seller which contributed capital as part of the purchase of the Equity Interest in a joint venture equity transaction as specified in the organization documents for the joint venture entity, or (iii) the named affiliated entity of Seller which contributed capital as part of the purchase of the Equity Interest in a preferred equity transaction as specified in the organizational documents for the preferred equity entity.”

Section 1.5Section 2 of the MLPA, entitled “Expression of Interest” shall be amended and restated as follows: “Seller may from time to time in writing request an expression of interest from Purchaser (a “Request”) in connection with any Loan or Equity Interest (a “Qualified Loan”) that Seller believes in its sole reasonable discretion satisfies the underwriting guidelines attached hereto as Exhibit A (as may be amended or modified from time to time, the “Guidelines”).  The Request shall be accompanied with all material financial and other information regarding the Loan and the Borrower for each Qualified Loan.  If Purchaser notifies Seller in writing within five (5) Business Days of receipt of the Request that (a) Purchaser is rejecting a Qualified Loan, Seller may sell such Qualified Loan to a party other than Purchaser or (b) Purchaser desires to have the option to purchase such Qualified Loan (an “Optioned Loan”) then Purchaser shall purchase the Optioned Loan pursuant to Section 3 below.”

Section 1.6Section 3 of the MLPA, entitled “Purchase of Loans” shall be amended and restated as follows: “Purchase of Loans.  If Purchaser wishes to purchase an Optioned Loan, Purchaser shall Purchase the Optioned Loan no later than ten (10) Business Days following the Request date, (the “Purchased Loan”), or such other date as mutually agreed upon by and between the Seller and Purchaser, on the Purchased Date.  Purchaser shall have the option to “table fund” the Loan or Equity Interest at closing, as Purchaser and Seller may agree in writing.”

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Section 1.7The title to Section 4 of the MLPA shall be amended to read “Assignment of Loans and Equity Interest” and the second sentence of Section 4 shall be amended and restate as follows: “In connection with such transfer, Seller shall execute the Allonge, Assignment of Security Instrument, Assumption of Loan Interest, Assignment and Assumption of Interest (for transfers of Equity Interest) in the forms attached hereto as Exhibits B-1, B-2, B-3 and B-4, and such other documents as the Purchaser shall reasonably require to properly transfer each Purchased Loan without any loss in priority, as applicable (collectively, the “Transfer Documents”) and such forms shall supersede any forms previously provided in the MLPA.”

Section 1.8Section 5 of the MLPA entitled “Purchase Price” shall be amended and restated in its entirety to read as follows:  “In consideration for each Purchased Loan, Purchaser shall pay to Seller on the Purchase Date the following “Purchase Price”: the outstanding principal balance of the Loan or Equity Interest, provided that if one or more principal payments have been made, Seller shall deliver to Purchaser an amount equal to all such previously paid principal payments.  The Purchase Price shall be increased by an amount equal to all interest accrued on the Purchased Loan from the date of its origination (whether paid or unpaid).  The parties acknowledge that Originating Lender shall retain all origination fees and be entitled to any Exit Fee, Default Interest as well as any applicable early prepayment premium including any Prepayment Premium, Yield Maintenance Premium and Spread Maintenance Premium (each as defined in the Loan Documents, as applicable) (individually or collectively, the “Prepayment Fees”) should the Purchased Loan be prepaid prior to the Maturity Date, as may be extended, under the terms and conditions of the applicable Loan Documents. Purchaser shall promptly inform Seller of any notice of prepayment receipt by Purchaser from a Borrower under any Purchased Loan or receipt by Purchaser of any Prepayment Fees provided by the Borrower under a Purchased Loan.  Purchaser shall remit all applicable Prepayment Fees to the Originating Lender no later than three (3) Business Days from Purchaser’s receipt thereof.”

Section 1.9Section 5(a)(i) of the MLPA entitled “Representation and Warranties” shall be amended and restated in its entirety to read as follows:  “Realty Mogul Commercial Capital Co is a corporation, duly organized, validly existing and in good standing under the laws of the State of California.”

Section 1.10Conditions.   This Agreement, shall become effective as of the date of this Agreement (the “Effective Date”) after all of the conditions set forth in this Article shall have been satisfied.

Section 1.11Execution of Agreement.  This Agreement shall have been executed and delivered by each Seller and the Purchaser.

Section 1.12Representations and Warranties.  As of the date of execution of this Agreement by each Seller and the Purchaser, (a) the representations and warranties set forth in the MLPA, shall be true and correct in all material respects; and (b) no Defaults or Events of Default shall have occurred and be continuing.

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ARTICLE 2.

Miscellaneous

Section 2.1Entire Agreement.  This Agreement, as in effect as of the date first set forth above, reflects the entire understanding with respect to the subject matter contained herein, and supersedes any prior agreements, whether written or oral.  Except as expressly amended hereby, all representations, warranties, terms, covenants and conditions of the MLPA shall remain unamended and unwaived and shall continue in full force and effect.

Section 2.2Choice of Law; Successors and Assigns. This Agreement shall be construed and enforced in accordance with and governed by the internal laws (as opposed to the conflicts of laws provisions) of the State of New York. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 2.3Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

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WITNESS the hand and seal of each of the undersigned as of the date first written above.

SELLER:
REALTY MOGUL COMMERCIAL CAPITAL CO.,
a California corporation
By:	/s/ Jilliene Helman
Name:  Jilliene Helman
Title:   Chief Executive Officer

5

Agreed and Acknowledged by:
REALTY MOGUL, CO.,
a Delaware limited liability company
By:	/s/ Jilliene Helman
Name: Jilliene Helman
Title:   Chief Executive Officer

6

PURCHASER:
MOGULREIT I, LLC,
a Delaware limited liability company
By:	/s/ Jilliene Helman
Name: Jilliene Helman
Title:   Chief Executive Officer

7

Schedule I

Purchased Loans

[See attached list of Purchased Loans]

8

Exhibit B-1

(Form of Allonge)

9

ALLONGE

This ALLONGE (this “Allonge”) forms a part of that certain [Promissory Note], dated [          ], 20   , by [                  , a               ], made payable to [  ], a [  ] (“Assignor”), or its registered assigns, in the stated principal amount of [          ] ($[         ]) (the “Note”).  The Note is hereby transferred pursuant to the following endorsement with the same force and effect as if such endorsement were set forth at the end of the Note:

Pay to MOGULREIT I, LLC, a Delaware limited liability company, or its registered assigns.

This Allonge is made AS-IS, WHERE-IS, WITHOUT REPRESENTATION, RECOURSE OR WARRANTY, EXPRESS OR IMPLIED, IN FACT OR BY LAW.

This Allonge will be “affixed” to the Note and is hereby made a part thereof.

[  ],

a [  ]

By:

Name:

Title:

10

Exhibit B-2

(Form of Assignment of Security Instrument)

11

ASSIGNMENT OF

SECURITY INSTRUMENT

[  ],

(Assignor)

to

MOGULREIT I, LLC

(Assignee)

Dated:       As of             , 201    

Covering

After Recording Return to:

[  ]

[  ]

[  ]

[  ]

Attention: [  ]

12

ASSIGNMENT OF SECURITY INSTRUMENT

KNOW THAT [  ] a [  ], having an address [  ] (together with its successors and permitted assigns, “Assignor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, conveys, assigns and transfers to MOGULREIT I, LLC, a Delaware limited liability company, having an address at [  ] (“Assignee”), all right, title and interest of Assignor in, to and under or arising out of that certain mortgage more particularly described on Schedule 1 attached hereto and made a part hereof (as may be amended from time to time in accordance with its terms, the “Security Instrument”), which document relates to certain interests in the real property located in the City of [              ], County of [              ] and the State of [              ] (the “Property State”), more particularly described in Exhibit A attached hereto and made a part hereof.

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever.

Assignor represents to Assignee that: (1) Assignor is the holder of one hundred percent (100%) of the legal and beneficial interests in the Mortgage, free and clear of any lien, security interest or other encumbrance, (2) the execution and delivery of this Assignment of Mortgage was duly authorized by all necessary action on the part of Assignor, (3) the principal amount secured by said Mortgage is as set forth in Schedule 1 hereto, and (4) Assignee is not acting as a nominee of the mortgagor and the Mortgage being assigned continues to secure a bona fide obligation with the principal amount set forth in Schedule 1 hereto as of the date hereof.

The word “Assignor” or “Assignee” shall be construed as if it reads “Assignors” or “Assignees” whenever the sense of this instrument so requires.

This Assignment of Mortgage shall be governed by and construed in accordance with the internal laws of the Property State.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, Assignor has duly executed this Assignment of Security Instrument as of the        day of                 , 20   .

Assignor:
[  ]
a [  ]
By:
	Name:
	Title:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF)

: ss.:

COUNTY OF)

On the       day of              in the year 20   , before me, the undersigned, personally appeared                   , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the County of                            ,                    .

My Commission Expires:

Signature Notary Public

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SCHEDULE 1

Schedule of Security Instruments

[see attached]

15

EXHIBIT A

Legal Description

[see attached]

16

Exhibit B-3

(Form of Assignment and Assumption of Loan Interest)

17

ASSIGNMENT AND ASSUMPTION OF LOAN INTEREST

This ASSIGNMENT AND ASSUMPTION OF LOAN INTEREST (this “Assignment”) is entered into by and among [  ], a [  ] (together with its successors and permitted assigns, “Assignor”), having an address at [  ], and [MOGULREIT I, LLC], a Delaware limited liability company, having an address at [  ] (“Assignee”).

1.Assignor hereby transfers, assigns and conveys to Assignee all of Assignor’s rights, title, interests in, to and under the following (collectively, the “Collateral”): the commercial mortgage loan and/or mezzanine loan, the related note(s) and the related loan documents set forth on Schedule I attached hereto and incorporated herein by this reference, and all of Assignor’s rights to principal, interest, fees, costs and expenses payable under any of the foregoing and all of Assignor’s other rights and claims thereunder (including all rights in any receivership estate which exists in connection with the Collateral).

2.This Assignment may be executed in any number of counterparts, each of which shall constitute one and the same instrument, and either party hereto may execute this Assignment by signing any such counterpart.

Dated this       day of            , 201

ASSIGNOR:
[  ],
a [  ]
By:
	Name:
	Title:
ASSIGNEE:
MOGULREIT I, LLC,
a Delaware limited liability company
By:
Name:
Title:

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SCHEDULE I

ASSIGNED DOCUMENTS

ORIGINAL LOAN DOCUMENTS AND ASSIGNMENT DOCUMENTS

Note: all loan documents are dated                , 20    unless otherwise noted

1.Loan Agreement by and between                  (“Borrower”) and                    (“Original Lender”);

2.Promissory Note in the amount of $           .00, made by Borrower to the order of Original Lender;

3.Deed of Trust, Security Agreement, Assignment of Leases, and Fixture Filing, by Borrower in favor of Original Lender and recorded in the           County,            Clerk’s Office;

4.Assignment of Leases and Rents, by Borrower in favor of Original Lender and recorded in              County,           Clerk’s Office;

5.Guaranty of Recourse Obligations and Completion, by            (“Guarantor”), in favor of Original Lender;

6.Environmental Indemnity Agreement, by Borrower and Guarantor in favor of Original Lender;

7.Certificate of Borrower to Original Lender;

8.UCC Financing Statement with the Secretary of the State of          ;

9.UCC Financing Statement with the County of Multnomah,        ;

10.Pro Forma Loan Policy of Title Insurance issued by [Chicago Title Insurance Company], in favor of Original Lender and its successors and/or assigns;

11.Survey;

12.[Allonge in the amount of $         .00, made by Original Lender to the order of the Assignor;

13.Assignment of Security Interest from Original Lender to Assignor;

14.Assignment and Assumption of Loan Interest Agreement from Original Lender to Assignor;

15.Allonge in the amount of $           , made Assignor to the order of in blank;

16.Assignment of Security Interest from Assignor to in blank]; and

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17.Any and all other related documents, certificates, information, and other similar items delivered in connection with the Mortgage Loan

20

Exhibit B-4

(Form of Assignment of Interest (Equity Interests)

ASSIGNMENT, ADMISSION AND AMENDMENT AGREEMENT

This Assignment, Admission and Amendment Agreement, dated as of         , 20    (this “Assignment, Admission and Amendment Agreement”), is entered into by and among                 , a Delaware limited liability company (“Assignor”), and MOGULREIT I, LLC, a Delaware limited liability company (“Assignee”).

W I T N E S S E T H :

WHEREAS,                           ., a Delaware limited partnership (the “Company”) has been formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Act”) pursuant to a Certificate of Formation of the Company, as filed in the office of the Secretary of State of the State of Delaware on           , 20   , and an Amended and Restated Limited Partnership Agreement of the Company, dated as of             , 20    (the “LLC Agreement”) (capitalized terms not otherwise defined herein shall have the meanings given to such terms in the LLC Agreement);

WHEREAS, Assignor is the Preferred Equity Member, as defined in the LLC Agreement;

WHEREAS, Section 9.3 of the LLC Agreement permits the Preferred Equity Member, upon prior written notice to Manager, to freely transfer its Membership Interests in the Company.

WHEREAS, effective upon the provision of written notice to the Manager (the “Effective Date”), Assignor desires to assign, transfer and convey all of its Membership Interests in the Company (the “Interests”) to Assignee, and Assignor desire to cease to be a member of the Company; and

WHEREAS, Assignee desires to acquire all of the Interests presently held by Assignor, and thereby to replace Assignor as the Preferred Equity Member of the Company.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, do hereby agree as follows:

1.Assignment.  Notwithstanding any provision in the Agreement to the contrary, for value received, the receipt and sufficiency of which are hereby acknowledged, upon the execution of this Assignment, Admission and Amendment Agreement by the parties hereto, as of the Effective Date, Assignor does hereby assign, transfer and convey the Interests to Assignee.

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2.Admission.  Notwithstanding any provision in the Agreement to the contrary, contemporaneously with the assignment described in paragraph 1 of this Assignment, Admission and Amendment Agreement, Assignee shall be admitted to the Company as the Preferred Equity Member of the Company.

3.Cessation as Member.  Notwithstanding any provision in the LLC Agreement to the contrary, immediately following the admission of Assignee as the Preferred Equity Member of the Company, Assignor shall and does hereby cease to be a member of the Company, and shall thereupon cease to have or exercise any right or power as a member of the Company.

4.Continuation of the Company.  The parties hereto agree that the assignment of the Interests, the admission of Assignee as the Preferred Equity Member of the Company and Assignor ceasing to be a member of the Company shall not dissolve the Company.

5.Future Cooperation.  Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments of the LLC Agreement, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Assignment, Admission and Amendment Agreement.

6.Binding Effect.  This Assignment, Admission and Amendment Agreement shall be binding upon, and shall ensure to the benefit of, the parties hereto and their respective successors and assigns.

7.Execution in Counterparts.  This Assignment, Admission and Amendment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

8.Agreement in Effect.  Except as hereby amended, the Agreement shall remain in full force and effect.

9.Governing Law.  This Assignment, Admission and Amendment Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment, Admission and Amendment Agreement to be duly executed as of the day and year first above written.

	ASSIGNOR:
	, a Delaware limited liability company
	By:
		Name:
		Title:
ASSIGNEE:
	MOGULREIT I, LLC, a Delaware limited liability company
	By:
		Name:
		Title:

EX1A-11 CONSENT.4

Exhibit 11.4

May 6, 2019

MogulREIT I, LLC

10780 Santa Monica Blvd.

Suite 140

Los Angeles, CA 90025

RE:MogulREIT I, LLC — Qualification as Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as counsel to MogulREIT I, LLC, a Delaware limited liability company (the “Company”), in connection with the filing of the offering circular on Form 1-A, File No. 024-10840, on April 26, 2019, as such offering circular may be amended from time to time (the “Offering Circular”), with the Securities and Exchange Commission (the “Commission”) related to the offering of up to $35,696,040 in Common Shares of the Company.

You have requested our opinion on the qualification of the Company as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

In rendering this opinion letter, we have examined or are otherwise familiar with the following: (i) originals or copies of the documents, records, and other instruments relating to the organization and operation of the Company, including the Amended and Restated Certificate of Formation of the Company, as filed as an exhibit to the Offering Circular, (ii) the Second Amended and Restated Limited Liability Company Agreement of the Company and the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of the Company, as filed as exhibits to the Offering Circular, (iii) the Company’s officer’s certificate delivered to us as of the date hereof pertaining to certain matters relating to the method and manner in which the Company has operated and intends to operate and its income and assets and anticipated income and assets for the periods in question (the “Officer’s Certificate”), and (iv) such other documents as we deemed necessary or appropriate (items (i) through (iv) collectively, the “Documents”).  All capitalized terms used herein and not defined herein shall have the same meanings ascribed to them in the Offering Circular.

Phone: 404.233.7000| www.mmmlaw.com

1600 Atlanta Financial Center| 3343 Peachtree Road, NE| Atlanta, GA 30326, USA

Atlanta • Columbus • Raleigh-Durham • Savannah • Washington, DC

The opinion set forth in this letter is based on the relevant provisions of the Code, the regulations promulgated thereunder by the U.S. Department of the Treasury (including temporary regulations) (the “Regulations”), and interpretations of the foregoing as expressed in court decisions, administrative determinations, and the legislative history, all as of the date hereof.  These provisions and interpretations are subject to different interpretations and may change at any time, which may or may not be retroactive in effect, and which could adversely affect our opinion.  Neither the U.S. Department of the Treasury nor the Internal Revenue Service (the “IRS”) has issued Regulations or administrative interpretations with respect to many of the provisions of the Code relating to qualification as a REIT under the Code.  An opinion of counsel with respect to such issues is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to an issue, or that a court will not sustain such a position if asserted by the IRS.

In connection with the opinion rendered below, we have assumed that:

1.Each of the Documents has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended in any material respects;

2.All representations and statements set forth in the Documents are true, correct and complete and will remain true, correct and complete in all material respects;

3.All representations and statements set forth in the Officer’s Certificate made “to the knowledge of” or “in the belief of” any person or similarly qualified, or subject to materiality qualifiers, are and will be true, complete and correct as if made without such qualification;

4.All obligations imposed by any of the Documents on the parties thereto have been or will be performed or satisfied in accordance with their terms;

5.The Company at all times will be operated in accordance with the terms of the Documents; and no condition described therein (and no transaction entered into by the Company (the consummation of which implicates any condition described therein)) affecting this opinion will be waived by any party;

6.Neither the Company nor any of its subsidiaries will make any amendments to its or their organizational documents or the other documents reviewed in connection with this opinion letter after the date hereof that would affect the Company’s qualification as a REIT for any taxable year in which the Company intended (or intends) to so qualify; and

7.No action will be taken, and no required action will be omitted to be taken, by the Company or any of its subsidiaries after the date hereof (including a revocation or intentional termination of the Company’s election to be treated as a REIT for any tax year of the Company in which the Company elects to be qualified as a REIT or a failure to meet the distribution

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requirements under Section 857(a)) that would have the effect of altering the facts and assumptions upon which the opinion set forth below is based in a manner that affects this opinion.

The opinion set forth in this letter also is premised on various factual representations, warranties and other matters contained in the Officer’s Certificate addressing matters that are germane to the determination that the Company and its subsidiaries have been and will be owned and operated in such a manner that the Company has satisfied and will continue to satisfy the requirements for qualification as a REIT under the Code, as well as other factual matters addressed in this opinion letter.

Where the factual matters in the Officer’s Certificate involve terms defined in the Code, the Regulations, published rulings of the IRS, or other relevant authority, we have reviewed with the Company representative signing the Officer’s Certificate or his or her designee familiar with the matters set forth in the Officer’s Certificate (the “Company Representative”) the relevant provisions of the Code, the Regulations, and relevant authorities germane to such certificate.  We have discussed with the Company Representative the factual matters in the Officer’s Certificate, including those matters regarding the formation and operation of the Company and other matters affecting the Company’s ability to qualify as a REIT.

Based upon the foregoing and subject to the limitations contained in this letter, we are of the opinion that commencing with the Company’s taxable year ended December 31, 2016, the Company has been organized and operated in conformity with requirements for qualification and taxation as a REIT pursuant to Sections 856 through 860 of the Code, and the Company’s ownership, organization and proposed method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code.

Our opinion is based solely on the Documents that we have examined and the factual representations and warranties that have been made to us, and cannot be relied upon if any of the representations, warranties and other facts contained in the Documents are, or later become, inaccurate or if any of the factual representations or warranties made to us in the Officer’s Certificate are, or later become, inaccurate.  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 of the factual representations referred to in this letter or the Officer’s Certificate.  However, no facts have come to our attention that would cause us to question the accuracy of such factual representations.

The foregoing opinion is 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.  We assume no obligation to advise you of any changes in our opinion subsequent to the delivery of this opinion letter, and we undertake no obligation to update the opinion expressed herein after the date of this letter.

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We are furnishing this opinion letter in connection with the Offering Circular.  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, filed with any governmental agency, or relied upon by any other person for any other purpose (other than as required by law) without our express written consent.

We consent to the use of our name in the Offering Circular and to the use of this opinion letter for filing as an exhibit to the Offering Circular.  In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under the rules and regulations of the Commission under the Securities Act of 1933, as amended.

Most sincerely,

/s/ MORRIS, MANNING & MARTIN, LLP

MORRIS, MANNING & MARTIN, LLP

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EX1A-12 OPN CNSL.1

Exhibit 12.1

May 6, 2019

MogulREIT I, LLC

10780 Santa Monica Blvd.

Suite 140

Los Angeles, CA 90025

Ladies and Gentlemen:

We have acted as counsel to MogulREIT I, LLC, a Delaware limited liability company (the “Company”), in connection with the preparation and filing of an Offering Statement (CIK No. 0001669664) (the “Offering Statement”) pursuant to Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to the qualification of the offering by the Company of up to $35,696,040 of the Company’s Common Shares (as defined in the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 5, 2016, as amended by the First Amendment to the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 27, 2018 (collectively, the “LLC Agreement”)). Capitalized terms that are used but not otherwise defined in this letter shall have the meanings assigned thereto in the LLC Agreement.

For purposes of this letter, our review of documents has been limited to the review of a copy furnished to us of the LLC Agreement, the Amended and Restated Certificate of Formation of the Company (the “Certificate of Formation”), the Offering Statement, the form of Subscription Agreement between the Company and each of the subscribers (the “Subscription Agreement”), and the representation certificate provided by you to us. In particular, we have not reviewed and express no opinion as to any other document that is referred to in, incorporated by reference into, or attached (as an exhibit, schedule, or otherwise) to any of the documents reviewed by us. The opinions in this letter relate only to the documents specified in such opinions, and not to any exhibit, schedule, or other attachment to, or any other document referred to in or incorporated by reference into, any of such documents. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions in this letter. We have conducted no factual investigation of our own, and have relied solely upon the documents reviewed by us, the statements and information set forth in such documents, and the additional matters recited or assumed in this letter, all of which we assume to be true, complete, and accurate and none of which we have investigated or verified. As to questions of fact material to the opinions in this letter, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

The opinions set forth below are limited to the Delaware Limited Liability Company Act, which includes reported judicial decisions interpreting the Delaware Limited Liability Company Act (the “LLC Act”).

Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1.The Common Shares have been duly authorized and upon issuance and delivery in payment therefor in accordance with the LLC Agreement and the Subscription Agreement, the Common

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Shares will be validly issued and, subject to the exceptions set forth in numbered paragraph 2 below, fully paid and nonassessable.

2.Under the LLC Act, the holders of the Common Shares will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Common Shares, except (i) as provided in the LLC Agreement or as otherwise agreed, and (ii) for liability for the amount of any wrongful distribution to such holder of Common Shares.

The opinions in this letter are subject to the following assumptions, exceptions, qualification, and limitations in addition to those above:

A.The opinions in this letter are limited to the laws of the State of Delaware in effect on the date hereof (not including tax laws, insurance laws, antitrust laws, and securities laws, and laws applicable to the particular nature of the assets or activities of the Company, and rules, regulations, orders, and decisions relating thereto), and we have not considered and express no opinion on the effect of, concerning matters involving, or otherwise with respect to, any other laws of any jurisdiction (including, without limitation, federal laws of the United States of America and laws of the State of California), or rules, regulations, orders, or decisions relating thereto.

B.We have assumed:  (i) due incorporation or formation, as the case may be, due organization, and valid existence in good standing under the laws of all relevant jurisdictions of each of the parties (including, without limitation, the Company) and each of the signatories (other than natural persons) to the documents reviewed by us; (ii) that none of the Company or such parties or signatories has dissolved or terminated; (iii) that each of such parties and signatories had and has the power and authority to execute, deliver, and perform such documents; (iv) the due authorization, execution, and delivery of such documents by each of such parties and signatories (including, without limitation, the execution by each member of the Company of a counterpart signature page to the LLC Agreement); (v) the legal capacity of all relevant natural persons; (vi) that any waiver under any document reviewed by us has been given voluntarily, intelligently, and knowingly; (vii) the payment by each of the Company’s members to the Company and the Company’s actual receipt of the full consideration for the Common Shares issued to and acquired by such Company member, when and as the same became due, pursuant to the terms of the Subscription Agreement; and (viii) that the Common Shares are offered and sold to the Company’s members in accordance with the LLC Agreement and the Subscription Agreement.

C.We have assumed that:  (i) all signatures on all documents reviewed by us are genuine; (ii) all documents furnished to us as originals are authentic; (iii) all documents furnished to us as copies or specimens conform to the originals thereof; (iv) all documents furnished to us in final draft or final or execution form have not been terminated, rescinded, altered or amended, are in full force and effect and conform to the final executed originals of such documents; (v) each document reviewed by us constitutes the entire agreement among the parties thereto with respect to the subject matter thereof (including, without limitation, that the LLC Agreement constitutes the entire “limited liability company agreement” (as defined in the LLC Act) of the Company); and (vi) each document reviewed by us constitutes a legal, valid, and binding

obligation of each of the parties thereto, enforceable against each of such parties in accordance with its terms.

We consent to the use of this letter as an exhibit to the Offering Statement, and we further consent to the use of our name wherever appearing in the Offering Statement, including the offering circular constituting a part thereof, and any amendment thereto. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

This opinion is furnished to you in connection with the filing of the Offering Statement and, except as set forth in the first sentence of the prior paragraph, is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Common Shares, or the Offering Statement. No opinion may be inferred or implied beyond those expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion thereafter.

Very truly yours,

/s/ MORRIS, MANNING & MARTIN, LLP

MORRIS, MANNING & MARTIN, LLP