EX-5.1 3 exhibit51-8xk.htm EX-5.1 Document
Exhibit 5.1
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Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com
May 1, 2025
Board of Directors
W. P. Carey Inc.
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York 10001
To the addressees referred to above:
We are acting as counsel to W. P. Carey Inc., a Maryland corporation (the “Company”), in connection with the public offering of up to $1,250,000,000 aggregate gross sales price of the Company’s common stock, $0.001 par value per share (the “Offered Shares”), all of which are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Sales Agreement, dated May 1, 2025, by and among the Company, and each of the persons named on Schedule 1 and Schedule 2 attached hereto (the “Equity Sales Agreement”), which, among other things, contemplates that the Company may from time to time enter into one or more letter agreements (i) with each of the persons named on Schedule 1 attached hereto, the form of which is attached as Annex 1 of the Equity Sales Agreement (the “Terms Agreements”) and/or (ii) with each of the persons named on Schedule 2 attached hereto, the form of which is attached as Annex II of the Equity Sales Agreement (the “Forward Sale Agreements,” and together with the Equity Sales Agreement and the Terms Agreements, the “Agreements”). Pursuant to the Forward Sale Agreements, the Company may issue, sell and/or deliver additional shares of common stock, $0.001 par value per share (the “Forward Settlement Shares,” and together with the Offered Shares, the “Shares”), in settlement of the transactions contemplated by the Forward Sale Agreements. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated May 1, 2025 and the accompanying base prospectus dated May 1, 2025 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-286885) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Tokyo Washington, D.C. For more information see www.hoganlovells.com.


This opinion letter is based as to matters of law solely on the applicable provisions of Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Agreement, and (iv) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, when issued in accordance with the provisions of the Agreements the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP
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Schedule 1
Wells Fargo Securities, LLC
500 West 33rd Street
New York, New York 10001
Citizens JMP Securities, LLC
101 California Street, Suite 1700
San Francisco, California 94111
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Jefferies LLC
520 Madison Avenue, 2nd Floor
New York, New York 10022
BBVA Securities Inc.
375 9th Avenue, 9th Floor
New York, NY 10001
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
BMO Capital Markets Corp.
151 W 42nd Street, 32nd Floor
New York, New York 10036
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Nomura Securities International, Inc.
Worldwide Plaza, 309 West 49th Street
New York, NY 10019
BNY Mellon Capital Markets, LLC
240 Greenwich Street, 3W
New York, New York 10286
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Regions Securities LLC
1180 West Peachtree Street NW, Suite 1400
Atlanta, Georgia 30309
BTIG, LLC
65 East 55th Street
New York, New York 10022
Scotia Capital (USA) Inc.
250 Vesey Street, 24th Floor
New York, New York 10281
SMBC Nikko Securities America, Inc.
277 Park Avenue Fifth Floor New
York, NY 10172
As Agents
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Schedule 2
Wells Fargo Bank, National Association
30 Hudson Yards
New York, New York 10001
Jefferies LLC
520 Madison Avenue, 2nd Floor
New York, New York 10022
Barclays Bank PLC
c/o Barclays Capital Inc.
745 7th Avenue
New York, New York 10019
JPMorgan Chase Bank, National Association,
New York Branch
383 Madison Avenue
New York, New York 10179
Banco Bilbao Vizcaya Argentaria, S.A
Ciudad BBVA, Calle Sauceda nº 28
Edificio Oceanía, Planta 1ª Madrid 28050
Mizuho Markets Americas LLC
1271 Avenue of the Americas
New York, New York 10020
Bank of Montreal
55 Bloor Street West, 18th Floor
Toronto, Ontario M4W 1A5
Nomura Global Financial Products, Inc.
Worldwide Plaza, 309 West 49th Street
New York, NY 10019
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Regions Securities LLC
615 South College Street, Suite 600
Charlotte, North Carolina 28202
The Bank of New York Mellon
240 Greenwich Street, 3E
New York, New York 10286
Royal Bank of Canada
c/o RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
Bank of America, N.A.
One Bryant Park
New York, New York 10036
Citizens JMP Securities, LLC
450 Park Avenue, 6th Floor
New York, New York 10022

The Bank of Nova Scotia
GWO - Derivative Products
44 King Street West
Central Mail Room
Toronto, Ontario, Canada M5H 1H1
c/o Scotia Capital (USA) Inc.
250 Vesey Street, 24th Floor
New York, New York 10151
As Forward Purchasers
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