8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2016

LEXINGTON REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland	1-12386	13-3717318
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

LEPERCQ CORPORATE INCOME FUND L.P.
(Exact name of registrant as specified in its charter)
Delaware	33-04215	13-3779859
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Penn Plaza, Suite 4015, New York, New York 10119-4015

(Address of principal executive offices) (Zip Code)

(212) 692-7200

(Registrant's telephone number, including area code)

                                            N/A                                            

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

Item 1.01. Entry into a Material Definitive Agreement.

On November 23, 2016, in connection with the Lexington Realty Trust’s (the “Trust”) effective shelf registration statement on Form S-3 (File No. 333-206411) that was filed with the Securities and Exchange Commission on August 14, 2015 (the “Registration Statement”), the Trust filed a prospectus supplement (the “ATM Prospectus Supplement”) covering the sale of up to $88,116,012 aggregate offering price of shares of beneficial interest classified as common stock of the Trust, par value $0.0001 per share ( “Common Shares”), $63,116,012 of which were previously covered by a prior registration statement and $25,000,000 of which are newly authorized. Prior to the date of the ATM Prospectus Supplement, the Trust had sold Common Shares having an aggregate offering price of approximately $36,883,988 under a prior registration statement.

Also in connection with the filing of the ATM Prospectus Supplement, on November 23, 2016, the Trust and Lepercq Corporate Income Fund L.P. (the “Operating Partnership”) entered into separate amendments to each of the two Equity Distribution Agreements (as amended, collectively, “Equity Distribution Agreements”) previously entered into by the Trust and the Operating Partnership on January 11, 2013 with each of Jefferies & Company Inc. and KeyBanc Capital Markets Inc. (each a “Sales Agent”) in connection with the ATM Program to sell the Securities from time to time through an “at the market” equity offering program (the “ATM Program”). Under the ATM Program, Jefferies LLC, as successor to Jefferies & Company Inc., and KeyBanc Capital Markets Inc. will act as sales agents (the “Sales Agents”).

The amendments to the Equity Distribution Agreements reflect, among other things, following the date thereof, the Registration Statement and the ATM Prospectus Supplement and an increase in the aggregate offering price of the Common Shares as described above. Pursuant to the Equity Distribution Agreements, the Securities may be offered and sold through any of the Sales Agents in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including directly or on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. Each Sales Agent will be entitled to compensation of up to 2.00% of the gross sales price per share for any Securities sold through it as the Trust’s and the Operating Partnership’s sales agent.

Copies of the Equity Distribution Agreements are attached as Exhibits 1.1 and 1.2 to the Trust’s Current Report on Form 8-K filed on January 14, 2013 and are incorporated by reference herein. Copies of the amendments to the Equity Distribution Agreements are attached as Exhibits 1.1, and 1.2 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions of the Equity Distribution Agreements are qualified in their entirety by reference to the full text of the Equity Distribution Agreements.

Item 8.01. Other Events.

On November 23, 2016, Venable LLP delivered its legality opinion with respect to the Securities, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

On November 23, 2016, Paul Hastings LLP delivered its opinion with respect to certain matters related to the Securities, a copy of which is attached hereto as Exhibit 8.1 and is incorporated herein by reference.

Item 9.01            Financial Statements and Exhibits.

(d)           Exhibits

1.1	First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, among the Trust and the Operating Partnership, on the one hand, and Jefferies LLC, on the other hand.
1.2	First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, among the Trust and the Operating Partnership, on the one hand, and KeyBanc Capital Markets Inc., on the other hand.

5.1	Opinion of Venable LLP.
8.1	Opinion of Paul Hastings LLP regarding tax matters.

23.1	Consent of Venable LLP (included in Exhibit 5.1).
23.2	Consent of Paul Hastings LLP (included in Exhibit 8.1).

SIGNATURES

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

	Lexington Realty Trust
Date: November 23, 2016	By:	/s/ Patrick Carroll
		Patrick Carroll
		Chief Financial Officer
	Lepercq Corporate Income Fund L.P.
	By: Lex GP-1 Trust, its general partner
Date: November 23, 2016	By:	/s/ Patrick Carroll
		Patrick Carroll
		Vice President

Exhibit Index

1.1	First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, among the Trust and the Operating Partnership, on the one hand, and Jefferies LLC, on the other hand.
1.2	First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, among the Trust and the Operating Partnership, on the one hand, and KeyBanc Capital Markets Inc., on the other hand.

5.1	Opinion of Venable LLP.
8.1	Opinion of Paul Hastings LLP regarding tax matters.

23.1	Consent of Venable LLP (included in Exhibit 5.1).
23.2	Consent of Paul Hastings LLP (included in Exhibit 8.1).

EX-1.1

Exhibit 1.1

FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT

This First Amendment (this “Amendment”) to the Equity and Distribution Agreement, dated as of January 11, 2013 (the “Equity Distribution Agreement”) by and among Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), Lepercq Corporate Income Fund L.P., a Delaware limited partnership (“LCIF”) and Lepercq Corporate Income Fund II L.P., a Delaware limited partnership (“LCIF II”) and Jefferies & Company Inc., is dated as of November 23, 2016, by and among the Company, LCIF and Jefferies LLC, for itself and as successor to Jefferies & Company, Inc. (“Jefferies”).

RECITALS

WHEREAS, pursuant to the Equity Distribution Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) under which the Company may issue up to $100,000,000 of shares of beneficial interest of the Company (the “Securities”), classified as common stock, par value $0.0001 per share over the term of the ATM Program;

WHEREAS, as of December 30, 2013, LCIF and LCIF II completed a merger transaction pursuant to which LCIF II merged with and into LCIF, with LCIF as the surviving entity;

WHEREAS, prior to the date of this Amendment, the Company conducted the ATM Program pursuant to an automatic shelf registration statement (the “August 2012 Shelf Registration Statement”) on Form S-3ASR (File No. 333-183645), including a base prospectus (the “2012 Base Prospectus”) dated August 30, 2012, and a prospectus supplement dated January 11, 2013, including the 2012 Base Prospectus (the “2013 Prospectus Supplement”) specifically relating to the Securities included as part of such registration statement;

WHEREAS, prior to the date hereof, the Company has sold $36,883,987 of the Securities with $63,116,012 remaining unsold (the “Remaining Securities”);

WHEREAS, the Company has filed an automatic shelf registration statement (the “August 2015 Shelf Registration Statement”) on Form S-3ASR (File No. 333-206411), including a base prospectus (the “2015 Base Prospectus”) dated August 14, 2015, relating to certain securities, including the Securities to be issued pursuant to the Equity Distribution Agreement and this Amendment, and has prepared a prospectus supplement dated November 23, 2016, including the 2015 Base Prospectus (the “2016 Prospectus Supplement”) specifically relating to the Remaining Securities included as part of such registration statement;

WHEREAS, the August 2012 Shelf Registration previously expired and was replaced by the August 2015 Shelf Registration and the ATM Program is, from the date of this Amendment, to be conducted pursuant to the August 2015 Shelf Registration Statement and the 2016 Prospectus Supplement; and

WHEREAS, the Company intends to increase the Maximum Amount from $100,000,000 to $125,000,000;

The Company, LCIF, on its own behalf and as successor by merger to LCIF II, and Keybanc have agreed to modify the Equity Distribution Agreement, as set forth in this Amendment, subject to the terms and conditions set forth below. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Equity Distribution Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the Equity Distribution Agreement and the Exhibits appended thereto are hereby modified as provided below:

(a)          The Preamble is hereby amended to reflect (i) the merger of LCIF and LCIF II and (ii) the execution of this Amendment, and is hereby replaced in its entirety by the following:

Each of Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and Lepercq Corporate Income Fund L.P., a Delaware limited partnership (the “Operating Partnership”) confirms its agreement (this “Agreement”) with Jefferies LLC, for itself and as successor to Jefferies & Company, Inc. (“Jefferies”) as follows:

(b)          The first sentence of Section 1 is hereby amended to reflect the increased Maximum Amount and the amount of remaining unsold Securities and replaced in its entirety by the following:

The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Jefferies, acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) classified as common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate sale price of up to $125,000,000 (the “Maximum Amount”), of which $88,116,012 remains unissued and unsold.

(c)          To reflect the increased Maximum Amount, each reference to “$100,000,000” is hereby replaced by a reference to $125,000,000”.

(d)          To reflect the merger of LCIF and LCIF II into LCIF as the surviving entity, each reference to “the Operating Partnerships,” “each Operating Partnership,” “any Operating Partnership” or “the applicable Operating Partnership” is hereby replaced by a reference to “the Operating Partnership”.

(e)          To reflect the August 2015 Shelf Registration Statement superseding the August 2012 Shelf Registration Statement, each reference to “(file No. 333-183645)” is hereby replaced by a reference to “(file No. 333-206411)”.

(f)          Sections 5(a)(9) and (10) are hereby amended to eliminate references to Net Lease Strategic Assets Fund L.P. and Lex-Win Concord LLC and are hereby replaced in their entirety by the following:

(9)         KPMG LLP, who audited the financial statements and supporting schedules of the Company and its subsidiaries which are included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (“PCAOB”).

(10)        The financial statements of the Company and its subsidiaries, (collectively, the “Company Financial Statements”), included or incorporated by reference in the Registration Statement and the Prospectus, and any financial statements required by Rule 3-14 of Regulation S-X (the “Acquisition Financial Statements”), which are incorporated by reference in the Registration Statement and the Prospectus, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated, or, if applicable, with respect to the Acquisition Financial Statements, the respective property or tenant; and all such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act and the Exchange Act, except as disclosed therein, and that unaudited financial statements may not contain all footnotes required by GAAP and subject, in the case of unaudited financial statements, to normal year-end audit adjustments. The supporting schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in accordance with GAAP, the information required to be stated therein. There are no financial statements or schedules required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act, which are not so included or incorporated. If applicable, the unaudited pro forma financial information (including the related notes) included or incorporated by reference in the Registration Statement or the Prospectus complies as to form in all material respects with the applicable accounting requirements of the Securities Act, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included or incorporated by reference in the Registration Statement or the Prospectus which is not so included or incorporated. Any non-GAAP financial measures, as defined under Regulation G of the Securities Act, included or incorporated by reference in the Registration Statement and the Prospectus are permitted for use in documents filed with the Commission and comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The ratio of earnings to fixed charges contained in the Registration Statement and the Prospectus has been calculated in accordance with Item 503(d) of Regulation S-K. The interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(g)          The first clause of Section 5(a)(15) is hereby deleted and replaced in its entirety by the following:

The Company’s authorized and issued capitalization is as set forth in the documents incorporated by reference in the Registration Statement and the Prospectus and has not changed, except for (i) subsequent issuances, if any, pursuant to this Agreement or the Alternative Distribution Agreement or pursuant to reservations, agreements, benefit plans or other plans and arrangements referred to, or incorporated by reference, in the Registration Statement and the Prospectus, (ii) purchases of securities pursuant to the Company’s announced stock repurchase program referred to, or incorporated by reference, in the Registration Statement and the Prospectus and (iii) such other changes as are referred to, or incorporated by reference, in the Registration Statement and Prospectus;

(h)          To reflect the most recent Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan, the reference in Section 5(a)(15) to such Plan shall be replaced by a reference to such Plan as filed with the Commission on an automatic shelf registration statement on Form S-3ASR on December 24, 2015.

(i)          Section 5(a) is hereby amended to include a new Section 5(a)(58) as follows:

(58)        FINRA Matters. All of the information provided pursuant to this Agreement, if any, to Jefferies or to counsel for Jefferies by the Company, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules 5110, 5190 and NASD Conduct Rule 2720 is true, complete and correct. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Rule 5110(b)(7)(C)(i). Neither the Company nor any of its Affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or is a person associated with any member firm of FINRA.

(j)          Section 5(a) is hereby amended to include a new Section 5(a)(59) as follows:

(59)        No Unlawful Contributions or Other Payments. Neither the Company nor the Operating Partnership nor, to the best of the Company or the Operating Partnership’s knowledge, any employee or agent of the Company or the Operating Partnership, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement and the Prospectus.

(k)          Section 5(a) is hereby amended to include a new Section 5(a)(60) as follows:

(60)        ERISA Compliance. Except as otherwise disclosed in the Prospectus, the Company and each Operating Partnership and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or such Operating Partnership or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company and the Operating Partnership, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or the Operating Partnership is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company , the Operating Partnership or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, the Operating Partnership or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, nor the Operating Partnership nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by either the Company, the Operating Partnership or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(l)          Section 5(a) is hereby amended to include a new Section 5(a)(61) as follows:

(61)        Brokers. Except as otherwise disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company or the Operating Partnership any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(m)          Section 7 is hereby amended to include a new Section 7(aa) as follows:

(aa)         Jefferies’ Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act) or the Prospectus, other than any such amendment or supplement occurring solely as a result of the incorporation by reference of any report filed under the Exchange Act (unless such supplement or amendment relates to an event reported on Form 8-K which otherwise triggers a Representation Date pursuant to Section 7(o)(1)(iv) of the Equity Distribution Agreement), the Company shall furnish to Jefferies for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without Jefferies’ prior consent, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(n)          To reflect the most recent Form 10-K filed by the Company, each reference to “the Company’s Annual Report on Form 10-K for the year ended December 31, 2011” is hereby replaced by a reference to “the Company’s Annual Report on Form 10-K for the year ended December 31, 2015”.

(o)          To reflect the most recent Form 10-Qs filed by the Company and/or the Operating Partnership, as applicable, the reference to “the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012” in Section 5(a)(44) is hereby replaced by a reference to “the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2016 and September 30, 2016”.

(p)          The last paragraph of Section 7(o) is hereby amended, with effect from January 11, 2013, to remove the proviso regarding the Form 10-K set forth therein and is hereby replaced in its entirety by the following:

The Company and the Operating Partnership shall furnish Jefferies with a certificate, in the forms attached hereto as Exhibit E-1 and E-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide Jefferies with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or Jefferies sells any Placement Securities, the Company shall provide Jefferies with a certificate, in the forms attached hereto as Exhibit E-1 and E-2, dated the date of the Placement Notice.

(q)          To reflect the change in counsel to the Sales Agents, each reference to “Hunton & Williams LLP” is hereby replaced by a reference to “Goodwin Procter LLP”.

(r)          To reflect the change in attorneys and/or counsel to the Company and the Sales Agents, Section 13 is hereby amended and replaced in its entirety by the following:

Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Jefferies shall be directed to Jefferies at Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, with a copy to Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, Attention: Mark Schonberger, Esq.; notices to the Company shall be directed to it at Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, New York 10119, Attention: Joseph S. Bonventre, Esq., General Counsel, fax no. (212) 594-6600, with a copy to Paul Hastings LLP, 1170 Peachtree Street NE #100, Atlanta, GA 30309, Attention: Elizabeth Noe., fax no. (404) 6855287.

(s)          To reflect the updated list of Subsidiaries, Exhibit D is hereby replaced by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company hereby represents and warrants that no “significant subsidiary” as defined by Rule 1-02 of Regulation S-X has been formed by the Company since the date of such exhibit.

(t)          To reflect the changes set forth in this Amendment, each Exhibit to the Agreement is hereby amended to conform to the changes made to the Equity Distribution Agreement by this Amendment.

(u)          For the avoidance of doubt, the parties acknowledge that the Maximum Amount represents the aggregate sale price of the Common Shares that may be sold pursuant to both this Agreement and the Alternative Distribution Agreement.

(v)         This Amendment shall be effective as of the date first written above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of the date first written above.

LEXINGTON REALTY TRUST
By:	/s/ Joseph S. Bonventre
Name:      Joseph S. Bonventre
Title:        Executive Vice President
LEPERCQ CORPORATE INCOME FUND L.P., for itself and as successor by merger to Lepercq Corporate Income Fund II L.P.
By:	/s/ Joseph S. Bonventre
Name:     Joseph S. Bonventre
Title:       Vice President
JEFFERIES LLC, for itself and as successor to Jefferies & Company, Inc.
By:	/s/ John P. Ockerbloom
Name:      John P. Ockerbloom
Title:        Managing Director

EX-1.2

Exhibit 1.2

EXECUTION VERSION

FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT

This First Amendment (this “Amendment”) to the Equity and Distribution Agreement, dated as of January 11, 2013 (the “Equity Distribution Agreement”) by and among Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), Lepercq Corporate Income Fund L.P., a Delaware limited partnership (“LCIF”) and Lepercq Corporate Income Fund II L.P., a Delaware limited partnership (“LCIF II”) and Keybanc Capital Markets Inc. (“KeyBanc”), is dated as of November 23, 2016, by and among the Company, LCIF and Keybanc.

RECITALS

WHEREAS, pursuant to the Equity Distribution Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) under which the Company may issue up to $100,000,000 of shares of beneficial interest of the Company (the “Securities”), classified as common stock, par value $0.0001 per share over the term of the ATM Program;

WHEREAS, as of December 30, 2013, LCIF and LCIF II completed a merger transaction pursuant to which LCIF II merged with and into LCIF, with LCIF as the surviving entity;

WHEREAS, prior to the date of this Amendment, the Company conducted the ATM Program pursuant to an automatic shelf registration statement (the “August 2012 Shelf Registration Statement”) on Form S-3ASR (File No. 333-183645), including a base prospectus (the “2012 Base Prospectus”) dated August 30, 2012, and a prospectus supplement dated January 11, 2013, including the 2012 Base Prospectus (the “2013 Prospectus Supplement”) specifically relating to the Securities included as part of such registration statement;

WHEREAS, prior to the date hereof, the Company has sold $36,883,987 of the Securities with $63,116,012 remaining unsold (the “Remaining Securities”);

WHEREAS, the Company has filed an automatic shelf registration statement (the “August 2015 Shelf Registration Statement”) on Form S-3ASR (File No. 333-206411), including a base prospectus (the “2015 Base Prospectus”) dated August 14, 2015, relating to certain securities, including the Securities to be issued pursuant to the Equity Distribution Agreement and this Amendment, and has prepared a prospectus supplement dated November 23, 2016, including the 2015 Base Prospectus (the “2016 Prospectus Supplement”) specifically relating to the Remaining Securities included as part of such registration statement;

WHEREAS, the August 2012 Shelf Registration previously expired and was replaced by the August 2015 Shelf Registration and the ATM Program is, from the date of this Amendment, to be conducted pursuant to the August 2015 Shelf Registration Statement and the 2016 Prospectus Supplement; and

WHEREAS, the Company intends to increase the Maximum Amount from $100,000,000 to $125,000,000;

The Company, LCIF, on its own behalf and as successor by merger to LCIF II, and Keybanc have agreed to modify the Equity Distribution Agreement, as set forth in this Amendment, subject to the terms and conditions set forth below. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Equity Distribution Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the Equity Distribution Agreement and the Exhibits appended thereto are hereby modified as provided below:

(a)       The Preamble is hereby amended to reflect (i) the merger of LCIF and LCIF II and (ii) the execution of this Amendment, and is hereby replaced in its entirety by the following:

Each of Lexington Realty Trust, a Maryland real estate investment trust (the “Company”) and Lepercq Corporate Income Fund L.P., a Delaware limited partnership (the “Operating Partnership”) confirms its agreement (this “Agreement”) with Keybanc Capital Markets Inc. (“Keybanc”) as follows:

(b)       The first sentence of Section 1 is hereby amended to reflect the increased Maximum Amount and the amount of remaining unsold Securities and replaced in its entirety by the following:

The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through KeyBanc, acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) classified as common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate sale price of up to $125,000,000 (the “Maximum Amount”), of which $88,116,012 remains unissued and unsold.

(c)       To reflect the increased Maximum Amount, each reference to “$100,000,000” is hereby replaced by a reference to $125,000,000”.

(d)       To reflect the merger of LCIF and LCIF II into LCIF as the surviving entity, each reference to “the Operating Partnerships,” “each Operating Partnership,” “any Operating Partnership” or “the applicable Operating Partnership” is hereby replaced by a reference to “the Operating Partnership”.

(e)        To reflect the August 2015 Shelf Registration Statement superseding the August 2012 Shelf Registration Statement, each reference to “(file No. 333-183645)” is hereby replaced by a reference to “(file No. 333-206411)”.

(f)        To correct a typographical error, the reference to “Keybanc Capital Markets Inc.” in the last paragraph of Section 1 is hereby replaced by a reference to “Jefferies & Company, Inc.”

(g)        Sections 5(a)(9) and (10) are hereby amended to eliminate references to Net Lease Strategic Assets Fund L.P. and Lex-Win Concord LLC and are hereby replaced in their entirety by the following:

(9)        KPMG LLP, who audited the financial statements and supporting schedules of the Company and its subsidiaries which are included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board (“PCAOB”).

(10)      The financial statements of the Company and its subsidiaries, (collectively, the “Company Financial Statements”), included or incorporated by reference in the Registration Statement and the Prospectus, and any financial statements required by Rule 3-14 of Regulation S-X (the “Acquisition Financial Statements”), which are incorporated by reference in the Registration Statement and the Prospectus, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated, or, if applicable, with respect to the Acquisition Financial Statements, the respective property or tenant; and all such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act and the Exchange Act, except as disclosed therein, and that unaudited financial statements may not contain all footnotes required by GAAP and subject, in the case of unaudited financial statements, to normal year-end audit adjustments. The supporting schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in accordance with GAAP, the information required to be stated therein. There are no financial statements or schedules required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act, which are not so included or incorporated. If applicable, the unaudited pro forma financial information (including the related notes) included or incorporated by reference in the Registration Statement or the Prospectus complies as to form in all material respects with the applicable accounting requirements of the Securities Act, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included or incorporated by reference in the Registration Statement or the Prospectus which is not so included or incorporated. Any non-GAAP financial measures, as defined under Regulation G of the Securities Act, included or incorporated by reference in the Registration Statement and the Prospectus are permitted for use in documents filed with the Commission and comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The ratio of earnings to fixed charges contained in the Registration Statement and the Prospectus has been calculated in accordance with Item 503(d) of Regulation S-K. The interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(h)       The first clause of Section 5(a)(15) is hereby deleted and replaced in its entirety by the following:

The Company’s authorized and issued capitalization is as set forth in the documents incorporated by reference in the Registration Statement and the Prospectus and has not changed, except for (i) subsequent issuances, if any, pursuant to this Agreement or the Alternative Distribution Agreement or pursuant to reservations, agreements, benefit plans or other plans and arrangements referred to, or incorporated by reference, in the Registration Statement and the Prospectus, (ii) purchases of securities pursuant to the Company’s announced stock repurchase program referred to, or incorporated by reference, in the Registration Statement and the Prospectus and (iii) such other changes as are referred to, or incorporated by reference, in the Registration Statement and Prospectus;

(i)        To reflect the most recent Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan, the reference in Section 5(a)(15) to such Plan shall be replaced by a reference to such Plan as filed with the Commission on an automatic shelf registration statement on Form S-3ASR on December 24, 2015.

(j)         Section 5(a) is hereby amended to include a new Section 5(a)(58) as follows:

(58)       FINRA Matters. All of the information provided pursuant to this Agreement, if any, to KeyBanc or to counsel for Keybanc by the Company, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules 5110, 5190 and NASD Conduct Rule 2720 is true, complete and correct. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Rule 5110(b)(7)(C)(i). Neither the Company nor any of its Affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or is a person associated with any member firm of FINRA.

(k)        Section 5(a) is hereby amended to include a new Section 5(a)(59) as follows:

(59)       No Unlawful Contributions or Other Payments. Neither the Company nor the Operating Partnership nor, to the best of the Company or the Operating Partnership’s knowledge, any employee or agent of the Company or the Operating Partnership, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement and the Prospectus.

(l)        Section 5(a) is hereby amended to include a new Section 5(a)(60) as follows:

(60)       ERISA Compliance. Except as otherwise disclosed in the Prospectus, the Company and each Operating Partnership and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or such Operating Partnership or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company and the Operating Partnership, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or the Operating Partnership is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company , the Operating Partnership or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, the Operating Partnership or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, nor the Operating Partnership nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by either the Company, the Operating Partnership or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(m)       Section 5(a) is hereby amended to include a new Section 5(a)(61) as follows:

(61)       Brokers. Except as otherwise disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company or the Operating Partnership any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(n)       Section 7 is hereby amended to include a new Section 7(aa) as follows:

(aa)       KeyBanc’s Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act) or the Prospectus, other than any such amendment or supplement occurring solely as a result of the incorporation by reference of any report filed under the Exchange Act (unless such supplement or amendment relates to an event reported on Form 8-K which otherwise triggers a Representation Date pursuant to Section 7(o)(1)(iv) of the Equity Distribution Agreement), the Company shall furnish to KeyBanc for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without KeyBanc’s prior consent, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(o)       To reflect the most recent Form 10-K filed by the Company, each reference to “the Company’s Annual Report on Form 10-K for the year ended December 31, 2011” is hereby replaced by a reference to “the Company’s Annual Report on Form 10-K for the year ended December 31, 2015”.

(p)       To reflect the most recent Form 10-Qs filed by the Company and/or the Operating Partnership, as applicable, the reference to “the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012” in Section 5(a)(44) is hereby replaced by a reference to “the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2016 and September 30, 2016”.

(q)       The last paragraph of Section 7(o) is hereby amended, with effect from January 11, 2013, to remove the proviso regarding the Form 10-K set forth therein and is hereby replaced in its entirety by the following:

The Company and the Operating Partnership shall furnish KeyBanc with a certificate, in the forms attached hereto as Exhibit E-1 and E-2 within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide KeyBanc with a certificate under this Section 7(o), then before the Company delivers the Placement Notice or KeyBanc sells any Placement Securities, the Company shall provide KeyBanc with a certificate, in the forms attached hereto as Exhibit E-1 and E-2, dated the date of the Placement Notice.

(r)       To reflect the change in counsel to the Sales Agents, each reference to “Hunton & Williams LLP” is hereby replaced by a reference to “Goodwin Procter LLP”.

(s)       To reflect the change in attorneys and/or counsel to the Company and the Sales Agents, Section 13 is hereby amended and replaced in its entirety by the following:

Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to KeyBanc shall be directed to KeyBanc at KeyBanc Capital Markets Inc., 520 Madison Avenue, New York, New York 10022, Attention: Managing Counsel, with a copy to Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, Attention: Mark Schonberger, Esq.; notices to the Company shall be directed to it at Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, New York 10119, Attention: Joseph S. Bonventre, Esq., General Counsel, fax no. (212) 594-6600, with a copy to Paul Hastings LLP, 1170 Peachtree Street NE #100, Atlanta, GA 30309, Attention: Elizabeth Noe., fax no. (404) 6855287.

(t)       To reflect the updated list of Subsidiaries, Exhibit D is hereby replaced by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company hereby represents and warrants that no “significant subsidiary” as defined by Rule 1-02 of Regulation S-X has been formed by the Company since the date of such exhibit.

(u)       To reflect the changes set forth in this Amendment, each Exhibit to the Agreement is hereby amended to conform to the changes made to the Equity Distribution Agreement by this Amendment.

(v)       For the avoidance of doubt, the parties acknowledge that the Maximum Amount represents the aggregate sale price of the Common Shares that may be sold pursuant to both this Agreement and the Alternative Distribution Agreement.

(w)       This Amendment shall be effective as of the date first written above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of the date first written above.

LEXINGTON REALTY TRUST
By:	/s/ Joseph S. Bonventre
Name: Joseph S. Bonventre
Title:   Executive Vice President
LEPERCQ CORPORATE INCOME FUND L.P., for itself and as successor by merger to Lepercq Corporate Income Fund II L.P.
By:	/s/ Joseph S. Bonventre
Name: Joseph S. Bonventre
Title:   Vice President
KEYBANC CAPITAL MARKETS INC.
By:	/s/ Jonathan D. Crane
Name:  Jonathan D. Crane
Title:   Sr. Managing Director

EX-5.1

Exhibit 5.1

750 E. Pratt Street, Suite 900
Baltimore, Maryland 21202 Telephone 410-244-7400
Facsimile 410-244-7742 www.venable.com
 

November 23, 2016

Lexington Realty Trust
One Penn Plaza, Suite 4015
New York, NY 10119

Re: Registration Statement on Form S-3 (No. 333-208755)

Ladies and Gentlemen:

We have served as Maryland counsel to Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of shares (the “Shares”) of beneficial interest classified as common stock, par value $.0001 per share (the “Common Shares”), of the Company, having an aggregate offering price of up to $88,116,012, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.       The Registration Statement and the related form of prospectus included therein and the supplement thereto, in the form in which it was transmitted to the Commission under the Act;

2.       The declaration of trust of the Company (the “Declaration”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.       The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.       A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.       Resolutions (the “Resolutions”) adopted by the Board of Trustees of the Company (the “Board”), relating to the issuance of the Shares, certified as of the date hereof by an officer of the Company;

6.       The Equity Distribution Agreement, dated January 11, 2013, between the Company, Lepercq Corporate Income Fund L.P., a Delaware limited partnership (“LCIF”), and Lepercq Corporate Income Fund II, L.P., a Delaware limited partnership (“LCIF II”), and Jefferies & Company, Inc. (“Jeffries”), as amended by that certain First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, by and among the Company, LCIF and Jeffries (collectively, the “Jeffries Distribution Agreement”);

Lexington Realty Trust

November 23, 2016

Page 2

7.       The Equity Distribution Agreement, dated January 11, 2013, between the Company, LIF, LCIF II and KeyBanc Capital Markets (“KeyBanc”), as amended by that certain First Amendment to Equity Distribution Agreement, dated as of November 23, 2016, by and among the Company, LCIF and KeyBanc (collectively, the “KeyBanc Distribution Agreement” and, together with the Jeffries Distribution Agreement, the “Distribution Agreements”);

8.       A certificate executed by an officer of the Company, dated as of the date hereof; and

9.       Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.       Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.       Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.       Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of such party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.       All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Lexington Realty Trust

November 23, 2016

Page 3

5.       The Shares will not be issued or transferred in violation of any restriction contained in Article Ninth of the Declaration. Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration.

6.       Prior to the issuance of any of the Shares, the Board or the Executive Committee of the Board will determine the price and certain other terms of issuance of such Shares (the “Trust Proceedings”).

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.       The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.       Upon completion of the Trust Proceedings, the Shares will be duly authorized for issuance and, when and if issued and delivered against payment therefor in accordance with the applicable Distribution Agreement, the Resolutions and any other resolutions adopted by the Board or a duly authorized committee thereof relating thereto, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. 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.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company's Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Lexington Realty Trust

November 23, 2016

Page 4

Very truly yours,

/s/ Venable LLP

EX-8.1

Exhibit 8.1

November 23, 2016

Lexington Realty Trust

One Penn Plaza Suite 4015

New York, NY 10119

Ladies and Gentlemen:

We have acted as counsel to Lexington Realty Trust, a Maryland statutory real estate investment trust (the “Company”). In connection with a prospectus supplement dated as of November 23, 2016 (the “Prospectus Supplement”), the accompanying Form S-3 Registration Statement (File No. 333-206411) (the “Form S-3”), which was filed with the Securities and Exchange Commission of the United States (the “Commission”) on August 14, 2015, and the base prospectus included therein (the “Base Prospectus,” and together with the Form S-3, the “Registration Statement”), the Company has requested our opinion concerning: (i) the qualification for federal income tax purposes of the Company as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), as of the date hereof and (ii) the information in the Registration Statement under the heading “United States Federal Income Tax Considerations” as supplemented by the Prospectus Supplement.

In connection with this opinion, we have examined and relied upon those documents and such information that we have deemed appropriate, including but not limited to the following materials:

(a) the Registration Statement;

(b) the Prospectus Supplement;

(c) the Declaration of Trust of the Company, dated as of December 22, 1997, as amended to date;

(d) the By-Laws of the Company, as amended to date; and

(e) the Officer’s Certificate of the Company, dated as of the date hereof, and the Officer’s Certificates of Concord Debt Holdings LLC, a Delaware limited liability company, Concord Debt Funding Trust, a Maryland real estate investment trust, and CDH CDO LLC, a Delaware limited liability company, dated as of January 11, 2013 (the “Officer’s Certificates”).

Lexington Realty Trust
November 23, 2016
Page 2

We do not express any opinion concerning any laws of states or jurisdictions other than the federal law of the United States of America. No opinion is expressed as to the effect that the law of any other jurisdiction might have upon the subject matter of the opinion expressed herein under conflicts of laws principles or otherwise.

Except for the opinion expressly set forth below, we express no other opinions and no opinions should be implied or inferred. Our opinion is limited in all respects to laws and facts existing on the date hereof. We disclaim any obligation to update the opinion expressed herein for events (including changes of law or facts) occurring after the date hereof.

The opinion set forth below is subject to the following additional assumptions, qualifications and limitations:

A. We have made such factual and legal inquiries, including examination of the documents set forth above, as we have deemed necessary or appropriate for purposes of our opinion and after such inquiries, we are not aware of any material facts inconsistent with representations made in the Officer’s Certificates. As to matters of fact relevant to this opinion, we have relied without independent investigation on, and assumed the accuracy and completeness of, the factual representations in the Officer’s Certificates. We have not made an investigation as to, and have not independently verified the facts underlying such representations or covered by the Officer’s Certificates. We have consequently relied upon the representations in each Officer’s Certificate that the information presented in such document or otherwise furnished to us accurately and completely describes all material facts relevant to our opinion. In addition, to the extent that any of the representations provided to us in the Officer’s Certificates are with respect to matters set forth in the Code or Treasury Regulations thereunder, the individuals making such representations have reviewed with us or other tax counsel the relevant portion of the Code and the applicable Regulations. With respect to the qualification and taxation of Concord Debt Funding Trust as a REIT under the Code, for the period prior to and including December 31, 2006, we have also assumed to be true and are expressly relying upon the opinion, dated December 21, 2006, delivered to Concord Debt Funding Trust, among others, by Katten Muchin Rosenman LLP.

B. We have assumed that the Company, Concord Debt Holdings LLC, Concord Debt Funding Trust, and CDH CDO LLC have operated and will continue to be operated in the manner described in the Officer’s Certificates, the Registration Statement, the Prospectus Supplement, and the applicable organizational documents and that all terms and provisions of such documents have been and will continue to be complied with.

C. We have assumed the genuineness of all signatures, the authenticity and completeness of all documents, certificates and instruments submitted to us as originals, the conformity with the originals of all documents, certificates and instruments submitted to us as copies and the legal capacity to sign of all individuals executing such documents, certificates and instruments.

D. We have assumed that there are no oral modifications or written agreements or understandings which limit, modify or otherwise alter the terms, provisions, and conditions of, or relate to, the Registration Statement, the Prospectus Supplement, and the transactions contemplated therein.

Lexington Realty Trust
November 23, 2016
Page 3

E. We express no opinion as to (1) the effect on the opinions expressed herein of the compliance or non-compliance of the Company or any other party with any state, federal or other laws or regulations applicable to it and (2) the impact, if any, of dispositions, if any, treated as prohibited transactions pursuant to Section 857 of the Code.

F. We have assumed that the Company will use the proceeds of any primary offerings pursuant to the Registration Statement and the Prospectus Supplement as provided therein.

On the basis of the foregoing, and in reliance thereon, subject to the limitations, qualifications and exceptions set forth herein, it is our opinion that:

1. Commencing with its taxable year ended December 31, 1993, the Company has been organized and has operated in conformity with the requirements for qualification as a REIT pursuant to Sections 856 through 860 of the Code, and the Company’s current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and

2. The statements set forth (i) in the Base Prospectus, under the caption entitled, “United States Federal Income Tax Considerations,” and (ii) in the Prospectus Supplement under the caption “Additional United States Federal Income Tax Considerations,” insofar as they purport to summarize the legal matters referred to therein, are accurate summaries of such legal matters in all material respects.

The above opinion is based on the Code, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial interpretations thereof, in each case as in effect on the date hereof, all of which are subject to change. An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Internal Revenue Service or the courts. Accordingly, there can be no assurance that the Internal Revenue Service will not take a contrary position, that the applicable law will not change, or that any such change will not have retroactive effect. We assume no obligation to advise you of any changes in our opinion subsequent to the delivery of this opinion letter. Moreover, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet, on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of its gross income, the composition of its assets, the level of its distributions to stockholders, and the diversity of its stock ownership. Paul Hastings LLP will not review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations for any one taxable year will satisfy such requirements.

Lexington Realty Trust
November 23, 2016
Page 4

Subject to the following sentence, this opinion is being rendered to you for your sole use and may not be made available to or relied upon by any other person, firm or entity without our express prior written consent. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K to be incorporated by reference into the Prospectus Supplement and the reference to our firm name under the caption entitled, “Additional United States Federal Income Tax Considerations,” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Paul Hastings LLP