Exhibit 5.1
August 3, 2023
Plymouth Industrial REIT, Inc.
20 Custom House Street, 11th Floor
Boston, Massachusetts 02110
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Plymouth Industrial REIT, Inc., a Maryland corporation (the “Company”), in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), reserved for issuance pursuant to the Third Amended and Restated 2014 Incentive Award Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have reviewed the actions taken and are familiar with the actions proposed to be taken by the Company in connection with the issuance, sale and payment of consideration for the Shares to be issued under the Plan. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Plan, (ii) the Registrations Statement in the form to be filed with the Commission on the date hereof, (iii) the Company’s Second Articles of Amendment and Restatement, (iv) the Company’s Third Amended and Restated Bylaws and (v) such other records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated herein.
Based upon, and subject to and limited by, the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan and (iii) receipt by the Company of the consideration for the Shares in the applicable resolutions of the Board of Directors of the Company or a duly authorized committee thereof and the Plan, the Shares will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an Exhibit to the Registration Statement, and we further consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn LLP
WINSTON & STRAWN LLP