In connection with the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or appropriate for the purposes of this opinion, including (i) the Registration Statement on Form S-3 (File No. 333-276221) (the “Registration Statement”), filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on December 22, 2023, the related prospectus dated December 22, 2023 (the “Base Prospectus”), and the preliminary and final prospectus supplements (the “Final Prospectus Supplement” and together with the Base Prospectus, the “Final Prospectus”)), dated September 9, 2024 and September 10, 2024, respectively, relating to the Preferred Stock, as filed with the Commission on September 9, 2024 and September 10, 2024, respectively, pursuant to Rule 424(b)(5) and Rule 424(b)(2), respectively, under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”); (ii) the Restated Certificate of Incorporation of the Issuer, as amended and/or restated through the date hereof; (iii) the Second Amended and Restated By-laws of the Issuer, as amended and/or restated through the date hereof; (iv) resolutions (or written consents, as applicable) of the Board of Directors of the Issuer (the “Board”), the Finance and Investment Committee of the Board and the Pricing Committee of the Board, from meetings held (or actions taken) on September 4, 2024, September 4, 2024 and September 11, 2024, respectively; (v) the free writing prospectus relating to the Preferred Stock, dated September 10, 2024 and filed with the Commission pursuant to Rule 433 under the Securities Act; (vi) the Certificate of Designations as filed with the Secretary of State of the State of Delaware on September 12, 2024 (the “Certificate of Designations”); (vii) the Underwriting Agreement; and (viii) the specimen or form of certificate used to evidence the Preferred Stock.  We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. In making such examination and rendering the opinion set forth below, we have assumed without verification: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the authenticity of the originals of such documents submitted to us as certified copies; (d) the conformity to originals of all documents submitted to us as copies; (e) the authenticity of the originals of such documents; (f) that all documents submitted to us as certified copies are true and correct copies of such originals; (g) the legal capacity of all individuals executing any of the foregoing documents; and (h) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed.