Exhibit 8.1

(313) 465-7000 Fax: (313) 465-8000 honigman.com

December 9, 2014

Agree Realty Corporation

31850 Northwestern Highway

Farmington Hills, Michigan 48334

Ladies and Gentlemen:

We have acted as counsel to Agree Realty Corporation, a Maryland corporation (the “Company”), in connection with the preparation of the offer and sale of 2,587,500 shares of Common Stock pursuant to a prospectus supplement filed on December 3, 2014 (the “Prospectus Supplement”), as part of a registration statement on Form S-3 (File No. 333-184095) declared effective by the Securities and Exchange Commission on October 15, 2012 (the “Registration Statement”), with respect to the offer and sale of up to an aggregate of $250,000,000 of shares of common stock, par value $0.0001, of the Company (the “Common Stock”), shares of preferred stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), depositary shares representing Preferred Stock (“Depositary Shares”), and warrants entitling the holders to purchase Common Stock, Preferred Stock, Depositary Shares or any combination of these securities to be offered from time-to-time. This opinion regarding certain U.S. federal income tax matters is furnished at the request of the Company pursuant to section 8(c) of the Underwriting Agreement, dated December 4, 2014 (the “Underwriting Agreement”) by and between the Raymond James & Associates, Inc. and Citigroup Global Markets Inc. as representatives for certain underwriters as set forth on Schedule I of the Underwriting Agreement (the “Representatives”) and the Company.

We have also acted as counsel to the Company in connection with the preparation of the section captioned “Additional Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement.

In rendering the opinions stated below, we have examined and, with your consent, relied upon the following documents:

In our examination of the foregoing documents, we have assumed, with your consent, that:

We have not independently verified all of the representations, facts or assumptions set forth in such documents or any other documents. We consequently have assumed that the information presented in such documents or otherwise furnished to us accurately and completely describes all facts stated therein. In connection with the opinions rendered below, we have assumed the correctness of the Prior REIT Opinion with respect to all periods prior to January 1, 2013, subject only to our limited independent investigation with respect to the periods before January 1, 2013. We also have relied upon the correctness, without regard to any qualification as to knowledge or belief, of the factual representations and covenants contained in the Certificate of Representations and the factual matters discussed in the Prospectus and the Prospectus Supplement that relate to the Company’s status as a REIT. Where the factual representations in the Certificate of Representations 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 individual making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority. We are not aware of any facts that are inconsistent with the representations contained in the Certificate of Representations. It should be noted, however, that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. We can give no assurance, therefore, that legislative enactments, administrative changes or court decisions may not be forthcoming that would modify or supersede the opinions stated herein. In addition, there can be no assurance that positions contrary to our opinions will not be taken by the Service, or that a court considering the issues will not hold contrary to such opinions. 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.

Moreover, the opinions set forth below represent our conclusions based upon the documents, facts, assumptions and representations referred to above. Any material amendments to such documents or changes in any significant facts after the date hereof, or inaccuracy of such assumptions or representations, could affect the opinions stated herein.

We express no opinion as to the laws of any jurisdiction other than the federal income tax laws of the United States of America to the extent specifically referred to herein.

Based on the documents and assumptions set forth above, the representations and covenants set forth in the Certificate of Representations, and the factual matters discussed in the Prospectus under the caption “Material Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material Federal Income Tax Considerations” (which are incorporated herein by reference), we are of the opinion that:

1.          the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable year ended December 31, 2013, and the Company’s current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable year ending December 31, 2014 and thereafter; and

2.          the descriptions of the law and the legal conclusions contained in the Prospectus under the caption “Material Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Material Federal Income Tax Considerations” are correct in all material respects.

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the representations set forth in the Certificate of Representations. 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 Certificate of Representations. In particular, we note that the Company has engaged in transactions in connection with which we have not provided legal advice and which we may not have reviewed.

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 U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinions expressed herein after the date of this letter.

Other than as expressly stated above, we express no opinion as to any other federal income tax issue or matter relating to the Company. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of matters stated, represented, covenanted, or assumed herein or any subsequent changes in applicable law. This opinion is issued to you in connection with the Offering and may not be used or relied upon by any other person or for any other purpose without our express written consent.

JHC:MSB:RSS:MKH:JEC