Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
September 9, 2010
Gladstone Commercial Corporation
Suite 200
1521 Westbranch Drive
McLean, Virginia 22102
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Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation
(the “Company”), in connection with certain matters of Maryland law arising out of the registration
of the following securities having an aggregate initial public offering price of up to $300,000,000
(collectively, the “Securities”): (a) shares of common stock, par value $0.001 per share, of the
Company (“Common Shares”); (b) shares of senior common stock, par value $0.001 per share, of the
Company (“Senior Common Shares”); (c) shares of preferred stock, par value $0.001 per share, of the
Company (“Preferred Shares”); (d) debt securities of the Company (“Debt Securities”); (e)
depositary shares representing fractional interests in Preferred Shares (“Depositary Shares”); and
(f) subscription rights to purchase Common Shares, Preferred Shares, Debt Securities or Depositary
Shares (“Subscription Rights”), covered by the above-referenced Registration Statement, and all
amendments thereto (the “Registration Statement”), filed by the Company with the United States
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “1933 Act”).
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 in the form
in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of
Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, as amended (the “Bylaws”), 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;
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September 9, 2010
Page 2
5. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to,
among other matters, the registration of the Securities (the “Resolutions”), certified as of the
date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
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 such 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 issuance of, and certain terms of, the Securities to be issued by the Company from time
to time will be authorized and approved by the Board, or a duly authorized committee thereof, in
accordance with and not in violation of the Maryland General Corporation
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September 9, 2010
Page 3
Law, the Charter, the Bylaws and the Resolutions (such approval referred to herein as the
“Corporate Proceedings”).
6. Articles Supplementary creating and designating the number of shares and the terms of any
class or series of Preferred Shares to be issued by the Company will be filed with and accepted for
record by the SDAT prior to the issuance of such Preferred Shares.
7. Upon the issuance of any Securities that are Common Shares (“Common Securities”), including
Common Securities which may be issued upon conversion or exercise of any other Securities
convertible into or exercisable for Common Securities, the total number of Common Shares issued and
outstanding will not exceed the total number of Common Shares that the Company is then authorized
to issue under the Charter.
8. Upon the issuance of any Securities that are Senior Common Shares (“Senior Common
Securities”), including Senior Common Securities which may be issued upon conversion or exercise of
any other Securities convertible into or exercisable for Senior Common Securities, the total number
of Senior Common Shares issued and outstanding will not exceed the total number of Senior Common
Shares that the Company is then authorized to issue under the Charter.
9. Upon the issuance of any Securities that are Preferred Shares (“Preferred Securities”),
including (a) Preferred Securities which may be issued upon conversion or exercise of any other
Securities convertible into or exercisable for Preferred Securities and (b) Preferred Securities
represented by Depositary Shares, the total number of Preferred Shares issued and outstanding, and
the total number of issued and outstanding shares of the applicable class or series of Preferred
Shares designated pursuant to the Charter, will not exceed the total number of Preferred Shares or
the number of shares of such class or series of Preferred Shares that the Company is then
authorized to issue under the Charter.
10. None of the Securities will be issued, sold or transferred in violation of the
restrictions on ownership and transfer set forth in Article EIGHTH of the Charter or any comparable
provision in the Articles Supplementary creating any class or series of Preferred Shares.
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 existing under and by virtue of the laws
of the State of Maryland and is in good standing with the SDAT.
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September 9, 2010
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2. Upon the completion of all Corporate Proceedings relating to Common Securities, the
issuance of the Common Securities will be duly authorized and, when and if issued and delivered
against payment therefor in accordance with the Registration Statement, the Resolutions and the
Corporate Proceedings, the Common Securities will be validly issued, fully paid and nonassessable.
3. Upon the completion of all Corporate Proceedings relating to Senior Common Securities, the
issuance of the Senior Common Securities will be duly authorized and, when and if issued and
delivered against payment therefor in accordance with the Registration Statement, the Resolutions
and the Corporate Proceedings, the Senior Common Securities will be validly issued, fully paid and
nonassessable.
4. Upon the completion of all Corporate Proceedings relating to Preferred Securities, the
issuance of the Preferred Securities will be duly authorized and, when and if issued and delivered
against payment therefor in accordance with the Registration Statement, the Resolutions and the
Corporate Proceedings, the Preferred Securities will be validly issued, fully paid and
nonassessable.
5. Upon the completion of all Corporate Proceedings relating to Securities that are Debt
Securities, the issuance of the Debt Securities will be duly authorized.
6. Upon the completion of all Corporate Proceedings relating to Securities that are Depositary
Shares, the issuance of the Depositary Shares will be duly authorized.
7. Upon the completion of all Corporate Proceedings relating to Securities that are
Subscription Rights, the issuance of the Subscription Rights will be duly authorized.
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 compliance with any
federal or state securities laws, including the securities laws of the State of Maryland, or as to
federal or state laws regarding fraudulent transfers. To the extent that any matter as to which
our opinion is expressed herein would be governed by 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 judicial decisions 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
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September 9, 2010
Page 5
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,
/s/ Venable LLP