Attached files

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EX-1.5 - EX-1.5 - Easterly Government Properties, Inc.d358726dex15.htm
EX-1.4 - EX-1.4 - Easterly Government Properties, Inc.d358726dex14.htm
EX-1.3 - EX-1.3 - Easterly Government Properties, Inc.d358726dex13.htm
EX-1.2 - EX-1.2 - Easterly Government Properties, Inc.d358726dex12.htm
EX-1.1 - EX-1.1 - Easterly Government Properties, Inc.d358726dex11.htm
8-K - 8-K - Easterly Government Properties, Inc.d358726d8k.htm

Exhibit 5.1

[Goodwin Procter LLP Letterhead]

March 24, 2017

Easterly Government Properties, Inc.

2101 L Street NW, Suite 650

Washington, DC 20037

Re: Securities Registered Under Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion letter is furnished to you in our capacity as counsel for Easterly Government Properties, Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-210049) (as amended or supplemented, the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement, dated March 21, 2016, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act relating to the offer and sale to the Underwriters by the Forward Sellers of 4,300,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”), or up to 4,945,000 shares of Common Stock (the “Borrowed Shares”), and (iv) the issuance and sale to certain forward counterparties (the “Forward Counterparties”) by the Company of up 4,945,000 shares of Common Stock pursuant to letter agreements between the Company and the Forward Counterparties (the “Forward Sales Agreements”) (subject to the Company’s right to elect cash settlement or net share settlement in accordance with the terms of the Forward Sale Agreements), subject to adjustment (the “Settlement Shares”). The Borrowed Shares and the Settlement Shares are collectively referred to herein as the “Shares.”

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Maryland General Corporation Law (which includes reported judicial decisions interpreting the Maryland General Corporation Law).

For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of Common Stock will be available for issuance when the Settlement Shares are issued.

Based on the foregoing, we are of the opinion that the Settlement Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Forward Sales Agreements, the Settlement Shares will be validly issued, fully paid and nonassessable.


Easterly Government Properties, Inc.

March 24, 2017

Page 2

 

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 Shares (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 the said incorporation by reference and to the use of the name of our firm therein. In giving our consent, we do not 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 thereunder.

 

Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP