<SEC-DOCUMENT>0001532619-13-000068.txt : 20131107
<SEC-HEADER>0001532619-13-000068.hdr.sgml : 20131107
<ACCEPTANCE-DATETIME>20131106180130
ACCESSION NUMBER:		0001532619-13-000068
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20131106
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20131107
DATE AS OF CHANGE:		20131106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Power REIT
		CENTRAL INDEX KEY:			0001532619
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				453116572
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-54560
		FILM NUMBER:		131197724

	BUSINESS ADDRESS:	
		STREET 1:		301 WINDING ROAD
		CITY:			OLD BETHPAGE
		STATE:			NY
		ZIP:			11804
		BUSINESS PHONE:		212-750-0373

	MAIL ADDRESS:	
		STREET 1:		301 WINDING ROAD
		CITY:			OLD BETHPAGE
		STATE:			NY
		ZIP:			11804
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8knov062013.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934


POWER REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)



        000-54560                         45-3116572
(Commission File Number)       (I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, New York	  11804
(Address of Principal Executive Offices)	(Zip Code)

                              (212) 750-0373
         (Registrant's Telephone Number, Including Area Code)



Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFT|R 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))



SECTION 8: OTHER EVENTS

Item 8.01

On November 6, 2013, Power REIT ("Power REIT") filed a draft
prospectus supplement to its previously filed and currently effective
shelf registration statement on Form S-3 (File No. 333-180693)
(the "Registration Statement").  Power REIT intends to issue,
from time to time, up to 150,000 shares of 7.75% Series A Cumulative
Redeemable Perpetual Preferred Stock, par value $0.001 per share, with
liquidation preference value of $25.00 per share, (the "Series
A Shares").

The legal and tax opinions of Leech Tishman Fuscaldo & Lampl, LLC
relating to the Series A Shares being offered are filed as
Exhibit 5.1 and Exhibit 8.1 respectively to this Current Report on
Form 8-K.   Power REIT's audit firm, Gibbons & Kawash, A.C., has also
provided its consent, which is filed as Exhibit 23.1 to this
Current Report on Form 8-k.

The above disclosure shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor
shall there be any offer, solicitation, or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.



SECTION 9	FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.	Description

5.1	Legal Opinion and consent of Leech Tishman Fuscaldo & Lampl,
	LLC, dated November 6, 2013

8.1	Tax Opinion and consent of Leech Tishman Fuscaldo & Lampl,
	LLC, dated November 6, 2013

23.1	Consent of Gibbons & Kawash A.C., independent registered
	public accounting firm, dated November 6, 2013





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



Date:	November 6, 2013

POWER REIT

By:	/s/ David H. Lesser
Name:	David H. Lesser
Title:	CEO and Chairman



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>exhibit51prosupnov062013.txt
<TEXT>
Exhibit 5.1

November 6, 2013

Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY  11804


Ladies and Gentlemen:

      We have acted as special counsel to Power REIT, a Maryland
real estate investment trust (the "Company"), in connection with
the offering of Series A Cumulative Redeemable Perpetual Preferred
Stock, par value $0.001 per share, with liquidation preference
value of $25.00 per share, (the "Series A Shares") of the Company,
not to exceed 150,000 shares, pursuant to a preliminary prospectus
supplement dated November 6, 2013 (the "Prospectus Supplement"),
which supplements a prospectus dated May 10, 2012 (the "2012
Prospectus") included in the Company's Registration Statement on
Form S-3 (Reg. No. 333-180693) (the "Registration Statement").

      The opinions set forth in this letter are based solely upon
our review of, as submitted to us, the following documents (the
"Reviewed Documents"): (a) the Prospectus Supplement; (b) the 2012
Prospectus; (c) the Company's Articles of Amendment and Restatement
of Declaration of Trust; (d) the Company's Bylaws; and (e) the
resolutions adopted by written consent of all of the Company's
Trustees on November 5, 2013.  In addition, we have made such
investigations of published sources of law as we have deemed
appropriate based solely on the Reviewed Documents for the purpose
of providing the opinions hereinafter expressed.

      In our examination of the Reviewed 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. We have also assumed that the
representations of officers and employees of the Company are true
and correct as to questions of fact.

      This opinion letter is based as to matters of law solely on
applicable provisions of Title 8 of the Corporations and
Associations Article of the Annotated Code of Maryland, as amended,
(the "Maryland REIT Law") and applicable provisions of the Maryland
General Corporation Law, as amended (the "MGCL").  As used herein,
the terms "Maryland REIT Law" and "MGCL" include the statutory
provisions contained therein, all applicable provisions of the
Maryland Constitution and reported judicial decisions interpreting
these laws. It should be noted that the Maryland REIT Law and MGCL
are subject to changes, which may be retroactive. Any changes may
materially modify our conclusions herein. We assume no
responsibility to either advise you of any changes in the Maryland
REIT Law or MGCL or to update this opinion letter from time to
time. We express no opinion herein as to any other laws, statutes,
regulations, or ordinances. Moreover, there can be no assurance
that the State of Maryland or a court will accept our conclusions
contained in this opinion.

      Based upon, subject to and limited by the foregoing, we are of
the opinion that the Series A Shares, when issued and sold by the
Company in accordance with the terms of the offering against
payment in full to the Company of the consideration set forth
therein, will be duly authorized, validly issued, fully paid and
nonassessable.

      This opinion is being furnished solely in connection with the
filing of the Prospectus Supplement, and speaks as of the date
hereof.  We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.

      We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and the references to this
firm under the caption "Legal Matters" in the Prospectus Supplement
and the 2012 Prospectus. In giving such 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/ Leech Tishman Fuscaldo & Lampl, LLC


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>3
<FILENAME>exhibit81prosupnov062013.txt
<TEXT>

Exhibit 8.1

November 6, 2013

Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY  11804


Ladies and Gentlemen:

       We have acted as special tax counsel to Power REIT, a Maryland
real estate investment trust (the "Company"), in connection with the
offering of Series A Cumulative Redeemable Perpetual Preferred Stock,
par value $0.001 per share, with liquidation preference value of
$25.00 per share, (the "Series A Shares") of the Company, not to
exceed 150,000 shares, pursuant to a preliminary prospectus supplement
dated November 6, 2013 (the "Prospectus Supplement"), which
supplements a prospectus dated May 10, 2012 (the "2012 Prospectus")
included in the Company's Registration Statement on Form S-3 (Reg. No.
333-180693) (the "Registration Statement"). You have requested our
opinion as to the accuracy of the discussions contained under the
section entitled "Additional Material United States Federal Income Tax
Considerations" in the Prospectus Supplement and the section entitled
"Material United States Federal Income Tax Considerations" in the 2012
Prospectus.

       In rendering our opinion, we have considered applicable
provisions of the Internal Revenue Code of 1986, as amended, (the
"Code"), its legislative history, judicial authority, current
administrative rulings and practice, and existing and proposed
Treasury Regulations, all as in effect and existing on the date hereof
(collectively referred to as the "Federal Income Tax Laws").  It
should be noted that the Federal Income Tax Laws are subject to
changes, which may be retroactive. Any changes may materially modify
our conclusions herein. We assume no responsibility to either advise
you of any changes in the Federal Income Tax Laws or to update this
opinion letter from time to time. We express no opinion herein as to
any other laws, statutes, regulations, or ordinances. Moreover, there
can be no assurance that the Internal Revenue Service (the "IRS") or a
court will accept our conclusions contained in this opinion. Although
we believe that our conclusions as stated below will be sustained if
challenged, our opinion is not binding on the IRS or the courts, and
is not a guarantee that the IRS will not assert a contrary position
with respect to such issue or that a court will not sustain a contrary
position asserted by the IRS.

       For purposes of this opinion letter, we reviewed (1) Amendment
No. 1 to the Registration Statement dated May 10, 2012, (2) the 2012
Prospectus, and (3) the Prospectus Supplement. We have assumed that
all of the representations and statements set forth in such documents
are true and correct, and all of the obligations imposed by any such
documents on the parties thereto have been and will continue to be
performed or satisfied in accordance with their terms. We also have
assumed the genuineness of all signatures, the proper execution of all
documents, 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 telecopies). This opinion letter is given, and all
statements herein are made, in the context of the foregoing. For
purposes of rendering our opinion, we have not made an independent
investigation of the facts set forth in any of the above-referenced
documents, including the 2012 Prospectus and the Prospectus
Supplement. We consequently have relied upon representations and
information presented in such documents.

       Based upon, subject to and limited by the foregoing, it is our
opinion that the discussion set forth in the Prospectus Supplement
under the section entitled "Additional Material United States Federal
Income Tax Considerations" and the discussion set forth in the 2012
Prospectus under the section entitled "Material United States Federal
Income Tax Considerations" represents our opinion as to the matters
discussed therein as of the date of this opinion.

       This opinion letter has been prepared solely for your use in
connection with the filing of the Prospectus Supplement and speaks as
of the date hereof. We assume no responsibility to advise you of any
changes in the facts as stated or assumed herein, or any subsequent
changes in applicable law.

       We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and the references to this firm
under the caption "Legal Matters" in the Prospectus Supplement and the
2012 Prospectus. In giving such 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/ Leech Tishman Fuscaldo & Lampl, LLC


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>exhibit231prosupnov062013.txt
<TEXT>





Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the
Prospectus Supplement of Power REIT relating to the issuance of
Series A Cumulative Redeemable Perpetual Preferred Stock, and in
the Registration Statement (No. 333-180693) of which the
Prospectus Supplement is a part, of our report dated March 29,
2013 relating to our audit of Power REIT's consolidated financial
statements, which also appear in Power REIT's Annual Report on
Form 10-K for the year ended December 31, 2012.  We also consent
to the reference to us under the heading "Experts" in the
Prospectus Supplement.



/s/ Gibbons & Kawash, A.C.
Charleston, West Virginia
November 6, 2013

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>