November
2, 2016
HC
Government Realty Trust, Inc.
c/o Mr.
Edwin M. Stanton
1819
Main Street, Suite 212
Sarasota,
FL 34236
Re:
Securities Registered
under Offering Statement on Form 1-A
Ladies
and Gentlemen:
We have
acted as special Maryland counsel to HC Government Realty Trust,
Inc., a Maryland corporation (the “REIT”) in connection
with the Offering Statement on Form 1-A, File No. 024-10563 (as
amended or supplemented, the “Offering Statement”),
filed by the REIT with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to Regulation A promulgated thereunder,
relating to the offering by the REIT of up to $30,000,000 of the
REIT’s common stock (the “Shares”).
This
opinion letter is being delivered in accordance with Item 17 of
Form 1-A under the Securities Act. 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 REIT.
The
opinion set forth below is limited to the Maryland General
Corporate Law (which includes reported judicial decisions
interpreting the Maryland General Corporate Law). We express no
opinion as to matters relating to securities or blue sky laws of
any jurisdiction or any rules or regulations thereunder. We assume
no 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.
Based
on the foregoing, we are of the opinion that the Shares have been
duly authorized, and, upon issuance and delivery against payment
therefor in accordance with the terms of that certain Subscription
Agreement, a form of which is included as Exhibit 4.1 to the
Offering Statement, the Shares will be validly issued, fully paid and
nonassessable.
We
hereby consent to the inclusion of this opinion as Exhibit 12.1 to
the Offering Statement and to the references to our firm under the
caption “Legal Matters” in the Offering
Statement.
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Very truly
yours,
/s/ Kaplan Voekler
Cunningham & Frank, PLC
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