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): February 19, 2021

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)	(I.R.S. 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

Not Applicable

(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. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock	LXP	New York Stock Exchange
6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share	LXPPRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01.    Entry into a Material Definitive Agreement.

On February 19, 2021, in connection with the Lexington Realty Trust’s (the “Trust”) effective shelf registration statement on Form S-3 (File No. 333-253297) that was filed with the Securities and Exchange Commission on February 19, 2021 (the “Registration Statement”), the Trust filed a prospectus supplement (the “ATM Prospectus Supplement”) covering the sale of up to $350,000,000.00 aggregate offering price of shares of beneficial interest classified as common stock of the Trust, par value $0.0001 per share (the “Securities”).

Also in connection with the filing of the ATM Prospectus Supplement, on February 19, 2021, the Trust entered into an amendment (the “Amendment”) to the Equity Sales Agreement (the “Equity Sales Agreement” and as amended by the Amendment, the “Amended Equity Sales Agreement”) with Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Evercore Group L.L.C., acting in their capacity as sales agents (as described below), and Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A. and Mizuho Markets Americas LLC, acting in their capacity as Forward Purchasers or Forward Sellers (as defined below), for the sale, from time to time, of the Securities. The Trust refers to these entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.”

The Securities may be offered and sold through 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. The Trust also may sell shares of its common stock to each of the Sales Agents as principal for its own account, at a price to be agreed upon at the time of sale.

The Amended Equity Sales Agreement also provides that the Trust may enter into one or more forward sale agreements between the Trust and any of Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A. or Mizuho Markets Americas LLC, or their respective affiliates. The Trust refers to these entities, when acting in such capacity, as “Forward Purchaser,” and collectively, in such capacity, as “Forward Purchasers.” The Trust refers to the Sales Agents, when acting as agents for the Forward Purchasers (as described below) as “Forward Sellers.” In connection with any forward sale agreement, the relevant Forward Seller will borrow from third parties and, through the relevant Sales Agent, sell a number of common shares equal to the number of common shares underlying the particular forward sale agreement.

The Trust will not initially receive any proceeds from the sale of borrowed common shares by any Forward Seller. The Trust expects to receive proceeds from the sale of common shares, subject to certain adjustments, upon future physical settlement(s) of the relevant forward sale agreement with the relevant Forward Purchaser on dates specified by the Trust on or prior to the maturity date of such forward sale agreement (no later than a date that is up to two years from entry into such forward sale agreement). The Trust expects to physically settle each forward sale agreement. The Trust also has the ability to elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Trust elects to cash settle any forward sale agreement, it may not receive any proceeds, and it may owe cash to the relevant Forward Purchaser in certain circumstances. If the Trust elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe common shares to the relevant Forward Purchaser in certain circumstances.

Each Sales Agent will be entitled to compensation of up to 2.0% of the gross sales price per share for any Securities sold through it as the Trust’s sales agent. In connection with any forward sale agreement, the relevant Sales Agent acting as the Forward Seller will receive, in the form of a forward price that will be reduced from the initial forward price payable by the relevant Forward Purchaser under the terms of such forward sale agreement, a commission at a mutually agreed rate that will not exceed 2.0% of the gross sales price of all common shares sold during the applicable forward hedge selling period by it as a Forward Seller.

Copies of the Equity Sales Agreement and Amendment are attached as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Equity Sales Agreement and Amendment are qualified in its entirety by reference to the full text of the Equity Sales Agreement and Amendment.

Item 8.01.    Other Events.

On February 19, 2021, 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 February 19, 2021, Paul Hastings LLP delivered its opinion with respect to certain tax 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	Equity Sales Agreement, dated as of November 27, 2019, between the Trust and Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Evercore Group L.L.C. (filed as Exhibit 1.1 to LXP’s Current Report on Form 8-K filed November 27, 2019).*
1.2	Amendment to Equity Sales Agreement, dated as of February 19, 2021, between the Trust and Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Bank of America, N.A., Mizuho Securities USA LLC, Mizuho Markets Americas LLC and Evercore Group L.L.C.**
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).**

*    Incorporated by reference.

**    Filed herewith.

SIGNATURES

    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.

	Lexington Realty Trust
Date: February 22, 2021	By:	/s/ Beth Boulerice
		Beth Boulerice
		Chief Financial Officer

EX-1.2

Exhibit 1.2

AMENDMENT NO. 1 TO

EQUITY SALES AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Equity Sales Agreement, dated as of November 27, 2019 (the “Sales Agreement”), by and among Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC, and Evercore Group L.L.C., each as sales agent, principal and/or forward seller (in such capacity, each a “Selling Agent,” and together, the “Selling Agents”), and Bank of America, N.A., Jefferies LLC, and KeyBanc Capital Markets Inc. or an affiliate thereof, each as forward purchaser, and Mizuho Markets Americas LLC, as an additional forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”), is dated as of February 19, 2021 (the “Effective Date”).

RECITALS

WHEREAS, pursuant to the Sales Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) under which the Company may issue up to $300,000,000 of shares of beneficial interest of the Company (the “Initial ATM Securities”), classified as common stock, par value $0.0001 per share over the term of the ATM Program;

WHEREAS, prior to the date of this Amendment, the Company conducted the ATM Program pursuant to an automatic shelf registration statement (the “Prior Shelf Registration Statement”) on Form S-3ASR (File No. 333-223257), including a base prospectus dated February 27, 2018 and a prospectus supplement dated November 27, 2019, specifically relating to the Securities;

WHEREAS, prior to the Effective Date, the Company has sold $122,788,110 of the Initial ATM Securities with $ 177,211,890 remaining unissued and unsold;

WHEREAS, the Company intends to increase the Maximum Amount by $172,788,110 from $300,000,000 to $472,788,110 (the “Securities”);

WHEREAS, the Company has prepared an automatic shelf registration statement (the “2021 Shelf Registration Statement”) on Form S-3ASR (File No. 333-253297), including a base prospectus datedFebruary 19, 2021, specifically relating to the Securities included as part of the Prior Registration Statement, and a prospectus supplement dated February 19, 2021 (the “2021 Prospectus Supplement”), specifically relating to the Securities;

WHEREAS, from the date of this Amendment, the ATM Program is to be conducted pursuant to the 2021 Shelf Registration Statement and the 2021 Prospectus Supplement; and

The Company, Selling Agents and Forward Purchasers have agreed to modify the Sales 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 Sales 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 Company, Selling Agents and Forward Purchasers agree that the Sales Agreement and the Exhibits appended thereto are hereby modified as provided below:

Section 1.    Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the respective meetings assigned thereto in the Sales Agreement.

    Section 2.    Representation and Warranty. The Company represents and warrants to the Selling Agents and Forward Purchasers that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.

    Section 3.    Amendment of the Sales Agreement.

(a)On and after the Effective Date, the references to the “Registration Statement” as of any time shall refer to the 2021 Registration Statement, including a prospectus, filed by the Company with the Commission on Form S-3 to be used in connection with the public offering and sale of certain securities of the Company, including the Securities to be issued pursuant to the ATM Program, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided, however, that the “Registration Statement,” without reference to a time, means such registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of Rule 430B(f)(2), including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B.

(b)On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the 2021 Prospectus Supplement relating to the offering and sale of the Securities filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Selling Agents and Forward Purchasers in connection with the offering of the Shares, as amended by the prospectus supplement filed most recently with the Commission in accordance with the Sales Agreement, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.

(c)On and after the Effective Date, the references to “Forward Purchaser” or “Forward Purchasers” shall include Mizuho Markets Americas LLC.

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

The Company proposes to, from time to time during the term of this Equity Sales Agreement (this “Agreement”), subject to the terms and conditions set forth herein, to offer and sell through the Selling Agents, 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, having an aggregate sale price of up to $472,788,110 (the “Maximum Amount”), of which $350,000,000 remains unissued and unsold.

(e)To reflect the increased Maximum Amount, each reference to “$300,000,000” is hereby replaced by a reference to $472,788,110”

(f)The following is hereby added as Section 5(a)(61):

“The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems.”

(g)The following is hereby added as Section 7(bb):

“Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws.”

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

(i)This Amendment shall be effective as of the Effective Date.

Section 4.    Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement between the Company, on the one hand, and each Selling Agent and Forward Purchaser, on the other hand, with respect to the subject matter thereof and hereof.

Section 5.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[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

Signature Page – Amendment to Equity Sales Agreement for Lexington Realty Trust

SELLING AGENTS:

JEFFERIES LLC

By: /s/ Michael Magarro    

Name: Michael Magarro

Title: Managing Director

KEYBANC CAPITAL MARKETS INC.

By: /s/ Paul Hodermarsky    

Name: Paul Hodermarsky

Title: Managing Director, Equity Capital Markets

REGIONS SECURITIES LLC

By: /s/ Edward L. Armstrong    

Name: Edward L. Armstrong

Title: Managing Director – ECM

BOFA SECURITIES, INC.

By: /s/ Chris Porter    

Name: Chris Porter

Title: Managing Director

MIZUHO SECURITIES USA LLC

By: /s/ J.T. Deignan    

Name: J.T. Deignan

Title: Managing Director

EVERCORE GROUP L.L.C.

By: /s/ James Park    

Name: James Park

Title: Managing Director

Signature Page – Amendment to Equity Sales Agreement for Lexington Realty Trust

FORWARD PURCHASERS:

JEFFERIES LLC

By: /s/ Michael Magarro     

Name: Michael Magarro

Title: Managing Director

KEYBANC CAPITAL MARKETS INC.

By: /s/ Paul Hodermarsky        

Name: Paul Hodermarsky

Title: Managing Director, Equity Capital Markets

BANK OF AMERICA, N.A.

By: /s/ Jake Mendelsohn    

Name: Jake Mendelsohn

Title: Managing Director

Signature Page – Amendment to Equity Sales Agreement for Lexington Realty Trust

FORWARD PURCHASERS:

MIZUHO MARKETS AMERICAS LLC

By: /s/ Adam Hopkins     

Name: Adam Hopkins

Title: Attorney-in-Fact

Signature Page – Amendment to Equity Sales Agreement for Lexington Realty Trust

EX-5.1

Exhibit 5.1

February 19, 2021

Lexington Realty Trust

One Penn Plaza, Suite 4015

New York, NY 10119

    Re:    Registration Statement on Form S-3 (No. 333-253297)

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 $350,000,000, 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, in the form in which it was transmitted to the Commission under the Act;

    2.    The Prospectus Supplement, dated February 19, 2021, in the form in which it was transmitted to the Commission under the 1933 Act

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

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

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

    6.    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;

    7.    The Equity Sales Agreement, dated as of November 27, 2019, as amended on February 19, 2021 (the “Sales Agreement”), by and among the Company and Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities

Lexington Realty Trust

February 19, 2021

Page 2

USA LLC, and Evercore Group L.L.C., each as sales agent, principal and/or forward seller, and Bank of America, N.A., Jefferies LLC, KeyBanc Capital Markets Inc. and Mizuho Markets Americas LLC or an affiliate thereof, each as forward purchaser;

    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.

    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”).

Lexington Realty Trust

February 19, 2021

Page 3

    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 Sales 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 federal law or the laws of any other state. 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.

Very truly yours,

/s/ Venable LLP

EX-8.1

Exhibit 8.1        

February 19, 2021

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 the prospectus supplement dated as of February 19, 2021 (the “Prospectus Supplement”), the accompanying Form S-3 Registration Statement (the “Form S-3”), filed with the Securities and Exchange Commission of the United States (the “Commission”) by the Company on February 19, 2021, and the prospectus included therein (the “Prospectus” and together with the Form S-3, the “Registration Statement”), the Company has requested our opinions concerning 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 the accuracy of the statements set forth in the Registration Statement under the caption entitled “United States Federal Income Tax Considerations”.

    In connection with these opinions, 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

February 19, 2021

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 opinions expressed herein under conflicts of laws principles or otherwise.

    Except for the opinions expressly set forth below, we express no other opinions and no opinions should be implied or inferred. Our opinions are limited in all respects to laws and facts existing on the date hereof. We disclaim any obligation to update the opinions 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 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,

Lexington Realty Trust

February 19, 2021

Page 3

or relate to, the Registration Statement, the Prospectus Supplement, and the transactions contemplated therein.

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 in the Prospectus, under the caption entitled, "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 opinions are 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 opinions 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

February 19, 2021

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 as an exhibit to be incorporated by reference into the Registration Statement and the reference to our firm name under the caption entitled, “United States Federal Income Tax Considerations,” in the Prospectus. 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

PAUL HASTINGS LLP

XML

Document and Entity Information Document	Feb. 19, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 19, 2021
Entity Registrant Name	LEXINGTON REALTY TRUST
Entity Central Index Key	0000910108
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-12386
Entity Tax Identification Number	13-3717318
Entity Address, Address Line One	One Penn Plaza, Suite 4015,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10119-4015
City Area Code	212
Local Phone Number	692-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock
Trading Symbol	LXP
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Series C Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share
Trading Symbol	LXPPRC
Security Exchange Name	NYSE