LEDGEWOOD
A PROFESSIONAL CORPORATION

1900 Market Street, Suite 750, Philadelphia, PA 19103

TEL 215.731.9450 FAX 215.735.2513

www.ledgewood.com

April 14, 2014

RAIT Financial Trust 
Cira Centre 
2929 Arch Street, 17th Floor 
Philadelphia, PA 19104

Ladies and Gentlemen:

We have acted as counsel to RAIT Financial Trust (the “Company”) in connection with its offer and sale of $60.0 million aggregate principal amount of the Company’s 7.625% senior notes due 2024 (the “Securities”), issued pursuant to the Company’s prospectus supplement dated April 7, 2014 (the “Prospectus Supplement”) and the base prospectus dated September 9, 2011 (collectively, the “Prospectus”), forming part of the Registration Statement on Form S-3 (Registration No. 333-175901) (collectively, the “Registration Statement”). The Securities were issued pursuant to a base indenture, dated as of December 10, 2013, by and between the Company and Wells Fargo, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2013, as further amended and supplemented by the second supplemental indenture dated as of April 14, 2014 by and between the Company and the Trustee (the base indenture and supplemental indentures are collectively referred to herein as the “Indenture”).

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a) The Underwriting Agreement dated April 7, 2014 by and among the Company, and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters;

(b) The Indenture;

(c) The Securities; and

(d) The Registration Statement.

In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all signatories and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. We are not aware of any facts which would lead us to conclude that any such signatures are not genuine, that any signatory lacked legal capacity or that any document submitted to us is not authentic and, if a copy, that it does not conform to the original.

Our opinion hereinbelow expressed are subject to the following limitations:

Based upon and subject to the foregoing, and having regard for such legal considerations as we have considered necessary for purposes hereof, we are of the opinion that the Securities are enforceable against the Company in accordance with their terms.  

This opinion is being furnished to you for submission to the Securities and Exchange Commission (the “Commission”) as an exhibit to the Company’s Current Report on Form 8-K, which is incorporated by reference in the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act. 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 in the section entitled “Legal Matters” in the Prospectus. 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 Securities Act or the rules and regulations promulgated thereunder by the Commission.

This opinion is limited to the matters stated in this letter, and no opinion may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.