EXHIBIT 5.1
Published on December 17, 2015
Exhibit 5.1
CLIFFORD CHANCE US LLP
31 West 52nd Street
New York, NY 10019-6131
Tel +1 212 878 8000
Fax +1 212 878 8375
www.cliffordchance.com
December 17, 2015
National Storage Affiliates Trust
5200 DTC Parkway, Suite 200
Greenwood Village, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to National Storage Affiliates Trust (the “Company”) in connection with the offer and sale by the Company of 3,139,871 common shares of beneficial interest, par value $0.01 per share (the “Shares”) pursuant to its 2015 Equity Incentive Plan (the “Plan”). The Shares are being sold pursuant to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).
In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate. As to factual matters relevant to the opinion set forth below, we have, with your permission, relied upon certificates of officers of the Company and public officials.
Based on the foregoing, and such other examination of law as we have deemed necessary, we are of the opinion that the Shares have been duly and validly authorized and, when issued and sold in the manner contemplated by the Registration Statement and the Plan, will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Clifford Chance US LLP