Exhibit 8.1
LESSE CASTLEBERRY
(212) 479-6310
lcastleberry@cooley.com
December 5, 2007
Gladstone Commercial Corporation
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
Ladies and Gentlemen:
You have requested our opinions with respect to certain federal income tax matters in connection
with the proposed offering by the Company (the “Offering”) of up to $300,000,000 aggregate amount
of shares of common stock and preferred stock (the “Shares”) of Gladstone Commercial Corporation, a
Maryland corporation (the “Company”), as more fully described in the registration statement on Form
S-3 (the “Registration Statement”) filed on the date hereof, and the prospectus included therein
(the “Prospectus”), filed by the Company with the Securities and Exchange Commission. All
capitalized terms used herein have the respective meanings set forth in the Registration Statement.
We have acted as counsel to the Company with respect to the Offering. As such, and for the purpose
of rendering this opinion, we have examined, and are relying upon (without any independent
investigation or review thereof) the truth and accuracy, at all relevant times, of the statements,
covenants, representations and warranties contained in the following documents (including all
exhibits and schedules attached thereto):
(i) The Registration Statement and exhibits thereto, including the Articles of Incorporation
and Bylaws of the Company and the Agreement of Limited Partnership of Gladstone Commercial Limited
Partnership, a Delaware limited partnership (the “Partnership”);
(ii) The letter from Gladstone Management Corporation, a Delaware corporation (the “Adviser”)
and the Company to this firm, dated December 5, 2007, (the “Tax Representation Letter”),
representing, among other things, the truth and accuracy of the representations attributed to them
and statements about the organization and operation of the Company and the Partnership in the
Prospectus; and
(iii) Such other instruments and documents related to the formation, organization and
operation of the Company and the Offering as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (without any independent investigation
or review thereof) that:
(i) Original documents submitted to us (including signatures thereto) are authentic, documents
submitted to us as copies conform to the original documents, and that all such
documents have been duly and validly executed and delivered where due execution and delivery
are a prerequisite to the effectiveness thereof;
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Gladstone
December 5, 2007
Page Two
(ii) All representations, warranties and statements made or agreed to by Adviser, the Company,
the Partnership, their managements, employees, officers, directors, stockholders and partners in
connection with the Offering, including, but not limited to, those set forth in the Prospectus
(including the exhibits thereto) and the Tax Representation Letter, are true and accurate at all
relevant times;
(iii) The Company will not make any amendments to its organizational documents or the
Partnership Agreement after the date of this opinion that would affect its qualification as a real
estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of 1986, as
amended (the “Code”) for any taxable year;
(iv) No action will be taken by the Adviser, the Company, the Partnership, their managements,
employees, officers, directors, stockholders and partners, after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are based;
(v) The Offering will be consummated in accordance with the description in the Prospectus; and
(vi) Any representation or statement made “to the knowledge of” or similarly qualified is
correct without such qualification.
We have also assumed, and you have represented, that during its taxable year ending December 31,
2007, and future taxable years, the Company has operated and will operate in a manner that will
make the representations contained in the Tax Representation Letter true for such years.
Based on our examination of the foregoing items and subject to the limitations, qualifications,
assumptions and caveats set forth herein, we are of the opinion that, under federal income tax laws
as of the date hereof:
(i) the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the
Code for its taxable years ended December 31, 2003, December 31, 2004, December 31, 2005, and
December 31, 2006;
(ii) the Company’s current organization and proposed method of operation will enable it to
continue to qualify as a REIT for its taxable year ending December 31, 2007, and in the future; and
(iii) the descriptions of the law and the legal conclusions contained in the Prospectus under
the captions “Certain United States Federal Tax Consequences” are correct in all material respects,
and the discussions thereunder fairly summarize the federal income tax considerations that are
likely to be material to a holder of the Shares.
With respect to our opinion contained in paragraph (ii) above, you should note that actual
qualification of the Company as a REIT will depend upon the Company’s meeting, through its
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December 5, 2007
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actual operations, the various qualification tests imposed by the Code and that no prediction as to
those actual operating results is implied by our opinion.
This opinion relates only to matters of federal income tax law and does not address the state,
local or foreign tax treatment of the Company. In addition, no opinion is expressed as to any
federal income tax consequence except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequences specifically discussed herein. This opinion is
void and may not be relied upon if any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not accurate and complete in
all material respects at all relevant times.
This opinion only represents our best judgment as to the federal income tax status of the Company
and is not binding on the Internal Revenue Service or any court of law, tribunal, administrative
agency or other governmental body. The conclusions are based on the Code, existing judicial
decisions, administrative regulations and published rulings. No assurance can be given that future
legislative, judicial or administrative changes or interpretations would not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, by rendering this opinion, we undertake
no responsibility to advise you of any new developments in the application or interpretation of the
federal income tax laws.
This opinion is being delivered solely in connection with the filing of the Registration Statement.
It is intended for the benefit of the Company and those stockholders who acquire their Shares on
or before termination of the Shares under the Registration Statement, and may not be relied upon or
utilized for any other purpose or by any other person.
We consent to the reference to our firm under the caption “Certain United States Federal Tax
Considerations” in the Prospectus and to the reproduction and filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
Cooley Godward Kronish LLP
WLC:PSP
1114 AVENUE OF THE AMERICAS, NEW YORK, NY 10036 T: (212) 479-6000 F: (212) 479-6275 WWW.COOLEY.COM
