POSASR

As filed with the Securities and Exchange Commission on May 5, 2021

Registration No. 333-238729

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AGREE REALTY CORPORATION

AGREE LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Maryland (Agree Realty Corporation) Delaware (Agree Limited Partnership)	38-3148187 38-3170055
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

70 East Long Lake Road
Bloomfield Hills, MI 48304
(248) 737-4190

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joel Agree
President and Chief Executive Officer
Agree Realty Corporation
70 East Long Lake Road
Bloomfield Hills, MI 48304
(248) 737-4190
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy To:
Donald J. Kunz, Esq.
Jeffrey H. Kuras, Esq.
Honigman LLP
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
(313) 465-7454 (telephone)
(313) 465-7455 (facsimile)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Agree Realty Corporation:

Large accelerated filer	x	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

 Agree Limited Partnership:

Large accelerated filer	¨	Accelerated Filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
		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 7(a)(2)(B) of Securities Act.

Agree Realty Corporation	¨
Agree Limited Partnership	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Amount to be Registered (2)(3)	Proposed Maximum Offering Price Per Share (2)(3)	Proposed Maximum Aggregate Offering Price (2)(3)	Amount of Registration Fee (4)
Agree Realty Corp:
Common Stock, par value $0.0001
Preferred Stock
Depositary Shares (5)
Warrants
Guarantees of debt securities (6)
Agree Limited Partnership:
Debt Securities
Subsidiary Guarantors:
Guarantees of debt securities (6)
TOTAL

(1) This registration statement registers an unspecified amount of securities of each identified class. The securities registered hereunder may be sold together or as units with other securities registered hereunder.

(2) Omitted pursuant to Form S-3 General Instruction II.E.

(3) An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities, including as a result of share splits, anti-dilution adjustments, share distributions, or similar transactions.

(4) In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of all of the registration fee.

(5) Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. Depository shares will represent an interest in a fractional share of preferred stock or multiple shares of preferred stock.

(6) We are also registering an indeterminate amount of guarantees of debt securities of Agree Limited Partnership by Agree Realty Corporation and certain of our subsidiaries listed in the Table of Co-Registrants below. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees.

TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in Its Charter	Primary Standard Industrial Classification Number		State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Agree Chapel Hill NC, LLC		6798	Delaware	84-5168650
Agree Mena AR, LLC		6798	Delaware	85-3225745
Agree Paterson NJ, LLC		6798	Delaware	26-1868180

The address, including zip code, of each Co-Registrant’s principal executive offices is 70 East Long Lake Road Bloomfield Hills, MI 48304, and the telephone number of each Co-Registrant’s executive office is (248) 737-4190.

________________________________________

The address, including zip code, of the agent for service for each of the Co-Registrants is Joel Agree, President and Chief Executive Officer of Agree Realty Corporation, 70 East Long Lake Road, Bloomfield Hills, MI 48304, and the telephone number of each Co-Registrant’s agent for service is (313) 465-7454.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (Registration No. 333-238729), as amended by Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission on August 12, 2020 (as so amended, the “Registration Statement”), of Agree Realty Corporation (the “Company”), Agree Limited Partnership (the “Operating Partnership”) and its co-registrants, is being filed for the purpose of adding Agree Chapel Hill NC, LLC, Agree Mena AR, LLC and Agree Paterson NJ, LLC (collectively, the “Delaware LLC Registrants”) as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

1 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item. 14. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses in connection with the distribution of the securities being registered. All amounts shown below are estimates:

Securities and Exchange Commission registration fee	$	*
Accountants’ fees and expenses	$	**
Legal fees and expenses	$	**
Printing expenses	$	**
Miscellaneous	$	**
Total	$	**

* Deferred pursuant to Rule 456(b) and Rule 457(r).

** These fees are based on the number and size of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

Set forth below is a description of certain provisions of the organizational documents for each registrant, as applicable, and a description of the applicable state law for each registrant, respectively.

Insofar as the foregoing provisions permit indemnification of directors, executive officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and it’s therefore unenforceable.

Agree Realty Corporation

The Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from:

· actual receipt of an improper benefit or profit in money, property or services; or

· active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

The charter of the Company (the “Charter”) contains such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law. These limitations of liability do not apply to liabilities arising under the federal securities laws and do not generally affect the availability of equitable remedies such as injunctive relief or rescission.

The Company’s officers and directors are and will be indemnified under Maryland law and the Charter and Bylaws against certain liabilities. The Charter and bylaws of the Company (the “Bylaws”) require it to indemnify its directors and officers to the fullest extent permitted from time to time by the laws of the State of Maryland.

Maryland law requires a corporation (unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:

· the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

· the director or officer actually received an improper personal benefit in money, property or services; or

· in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis of that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

· a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

· a written undertaking by him or her on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company maintains liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as the Company’s directors or officers.

Agree Limited Partnership

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement.

The limited partnership agreement of the Operating Partnership provides that the Company, its directors and officers and any other persons that the Company may designate are indemnified to the fullest extent permitted by applicable law, but that the Operating Partnership shall not indemnify any indemnitee (i) if the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed (or omitted) in bad faith or was the result of active and deliberate dishonesty; (ii) for any loss resulting from any transaction for which such indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, if the indemnitee had reasonable cause to believe that the act or omission was unlawful.

Delaware Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The operating agreements of the Delaware LLC Registrants provide no member of the limited liability company shall be liable, responsible or accountable in damages or otherwise to the limited liability company or any member for any act or omission performed or omitted in good faith pursuant to the authority granted by the operating agreement and in a manner reasonably believed by the member to be within the scope of the authority granted by the operating agreement, provided that such member was not guilty of fraud, bad faith or gross negligence. The operating agreements of the Delaware LLC Registrants further provide that the a Delaware LLC Registrant shall indemnify and save harmless any of its members, such members’ officers, directors, partners, agents, affiliates, subsidiaries and assigns against any and all losses, expenses, claims and demands sustained by reason of any acts or omissions or alleged acts or omissions as a member, including judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the member is a party or threatened to be made a party to the fullest extent permitted by law.

Item 16. Exhibits.

The Exhibits to this registration statement are listed in the Exhibit Index and are incorporated by reference herein.

Item 17. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)          To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)          That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)          That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)           Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)          Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x), for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)          That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii)         The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

(iv)         Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b)          The undersigned registrants hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)          The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
4.1	Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
4.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013)
4.3	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016)
4.4	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015)
4.5	Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019)
4.6	First Amendment to Amended and Restated Bylaws of the Company, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019)
4.7	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019)
4.8	Certificate of Limited Partnership of Agree Limited Partnership (previously filed as an exhibit to the Registration Statement)
4.9	First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on May 28, 2013)
4.10	Second Amendment to Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013)
4.11	Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994)
4.12	Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on August 24, 2009)
4.13	Form of 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018)
4.14	Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018)
4.15*	Form of certificate representing shares of preferred stock

4.16*	Form of Deposit Agreement
4.17*	Form of Depositary Receipt
4.18*	Form of Warrant

4.19*	Form of Warrant Agreement and Warrant Certificate
4.20	Form of Indenture for Debt Securities of Agree Limited Partnership (previously filed as an exhibit to the Registration Statement)
4.21	Indenture, dated as of August 17, 2020, among the Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.22*	Form of Supplemental Indenture
4.23	Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.24*	Form of Debt Security
4.25	Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.26	Form of Guarantee by and among Agree Limited Partnership, the Guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
5.1	Opinion of Ballard Spahr LLP (previously filed as an exhibit to the Registration Statement)
5.2	Opinion of Honigman LLP
8.1	Opinion of Honigman LLP as to certain tax matters (previously filed as an exhibit to the Registration Statement)
22	Subsidiary Guarantors of Agree Realty Corporation (incorporated by reference to Exhibit 22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)
23.1	Consent of Grant Thornton LLP
23.2	Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.3	Consent of Honigman LLP (included in Exhibit 5.2 and Exhibit 8.1)
24.1	Power of Attorney for Agree Realty Corporation (previously filed as an exhibit to the Registration Statement)
24.2	Power of Attorney for Agree Limited Partnership (previously filed as an exhibit to the Registration Statement)
24.3	Power of Attorney for Subsidiary Guarantors (included on signature page)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 (previously filed as an exhibit to the Registration Statement)

* To be filed by amendment of the Registration Statement or as an exhibit to a Current Report on Form 8-K and incorporated herein in connection with the offering of a particular class of securities.

AGREE REALTY CORPORATION SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on May 5, 2021.

AGREE REALTY CORPORATION
By:	/s/ JOEL N. AGREE
	Name:	Joel N. Agree
	Title:	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Joel N. Agree, Simon Leopold and Danielle Spehar and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate; and we hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date indicated.

Signature	Title	Date
*	Executive Chairman	May 5, 2021
Richard Agree
/s/ JOEL N. AGREE	President, Chief Executive Officer and Director	May 5, 2021
Joel N. Agree	(Principal Executive Officer)
/S/ SIMON LEOPOLD	Chief Financial Officer and Secretary	May 5, 2021
Simon Leopold	(Principal Financial Officer)
*	Chief Accounting Officer	May 5, 2021
David Wolff	(Principal Accounting Officer)
*	Director	May 5, 2021
Merrie S. Frankel
*	Director	May 5, 2021
Farris G. Kalil
*	Director	May 5, 2021
Greg Lehmkuhl

*	Director	May 5, 2021
Jerome Rossi
*	Director	May 5, 2021
William S. Rubenfaer

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-3 pursuant to the Powers of Attorney executed by the above-named directors and officers of the registrant.

/s/ Joel N. Agree

Name:  Joel N. Agree

Title:    Attorney-in-fact

AGREE LIMITED PARTNERSHIP SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on May 5, 2021.

AGREE LIMITED PARTNERSHIP
By: AGREE REALTY CORPORATION, its General Partner
By:	/s/ JOEL N. AGREE
	Name:	Joel N. Agree
	Title:	President and Chief Executive Officer
By:	/s/ SIMON LEOPOLD
	Name:	Simon Leopold
	Title:	Secretary and Chief Financial Officer
By:	/s/ DAVID WOLFF
	Name:	David Wolff
	Title:	Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date indicated.

Signature	Title**	Date
*	Executive Chairman	May 5, 2021
Richard Agree
/s/ JOEL N. AGREE	President, Chief Executive Officer and Director	May 5, 2021
Joel N. Agree	(Principal Executive Officer)
/s/ Simon Leopold	Chief Financial Officer and Secretary	May 5, 2021
Simon Leopold	(Principal Financial Officer)
*	Chief Accounting Officer	May 5, 2021
David Wolff	(Principal Accounting Officer)
*	Director	May 5, 2021
Merrie S. Frankel
*	Director	May 5, 2021
Farris G. Kalil

*	Director	May 5, 2021
Greg Lehmkuhl
*	Director	May 5, 2021
Jerome Rossi
*	Director	May 5, 2021
William S. Rubenfaer

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-3 pursuant to the Powers of Attorney executed by the above-named directors and officers of the registrant.

** With Agree Realty Corporation, the general partner of Agree Limited Partnership.

/s/ Joel N. Agree

Name:  Joel N. Agree

Title:    Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on May 5, 2021.

Agree Chapel Hill NC, LLC
Agree Mena AR, LLC
Agree Paterson NJ, LLC
By: AGREE LIMITED PARNTERSHIP, its Sole Member
	By: AGREE REALTY CORPORATION, its General Partner
By:	/s/ JOEL N. AGREE
	Name:	Joel N. Agree
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of the General Partner of Agree Limited Partnership, the sole member of each of the registrants listed above, hereby severally constitute Joel N. Agree, Simon Leopold and Danielle Spehar and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate; and we hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date indicated.

Signature	Title**	Date
/s/ JOEL N. AGREE	President, Chief Executive Officer and Director	May 5, 2021
Joel N. Agree	(Principal Executive Officer)
/s/ SIMON LEOPOLD	Chief Financial Officer and Secretary	May 5, 2021
Simon Leopold	(Principal Financial Officer)
/s/ DAVID WOLFF	Chief Accounting Officer	May 5, 2021
David Wolff	(Principal Accounting Officer)

** With Agree Realty Corporation, in its capacity as the general partner of Agree Limited Partnership, in its capacity as the sole member of the named registrants listed above.

EX-5.2

Exhibit 5.2

May 5, 2021

Agree Realty Corporation

Agree Limited Partnership

70 E. Long Lake Road

Bloomfield Hills, Michigan 48304

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Agree Realty Corporation, a Maryland corporation (the “Company” or “Parent”), the subsidiaries listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”, and together with the Parent, the “Guarantors”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”, and together with the Guarantors, the “Opinion Parties”), in connection with Post-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-3ASR (File No. 333-238729) filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2020 (as amended by the Amendment and the Post-Effective Amendment No. 1 filed with the Commission on August 12, 2020, the “Registration Statement”), filed by the Opinion Parties with the Commission, for the registration of the Securities (defined below) under the Securities Act of 1933, as amended (the “Securities Act”).

The Registration Statement includes a form of prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). The Prospectus, as supplemented by one or more Prospectus Supplements, may contemplate the issue and sale of (i) shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”); (ii) one or more series of shares of preferred stock, $0.0001 par value per share, of the Company (the “Preferred Stock”); (iii) shares of Preferred Stock represented by depositary shares and evidenced by depositary receipts (the “Depositary Shares”), each of which will represent a fractional interest of a share of a particular class or series of preferred stock or multiple shares of Preferred Stock; (iv) warrants to purchase Preferred Stock, Common Stock or Debt Securities (as defined below) (the “Warrants”); and (v) one or more series of debt securities of the Operating Partnership (the “Debt Securities”), which may be guaranteed (the “Guarantees”) by the Guarantors.

Any Debt Securities and Guarantees will be issued under one or more indentures or any supplemental indenture thereto in the form to be filed as an exhibit to the Registration Statement (the “Indenture”) relating to the issuance of Debt Securities by the Operating Partnership. The Depositary Shares may be issued under one or more deposit agreements (each, a “Deposit Agreement”) by and between the Company and a financial institution identified therein as the depositary (each, a “Depositary”). The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent (each, a “Warrant Agent”). The Indenture, the Deposit Agreements and the Warrant Agreements are herein collectively referred to as the “Agreements.” The Debt Securities, Guarantees, Depositary Shares and Warrants are herein collectively referred to as the “Securities.”

In connection with this opinion letter, we have examined and relied upon originals or copies of such records, instruments, certificates, opinions, memoranda and other documents as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to certain factual matters, we have relied upon a certificate of officers of the Opinion Parties and have not independently sought to verify such matters. In rendering the opinions in this opinion letter, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the legal effectiveness of such documents.

With respect to our opinions as to the Depositary Shares, we have assumed that any Depositary Shares offered under the Registration Statement will be issued under a valid and legally binding Deposit Agreement or other similar instrument entered into among the Company, a Depositary and the holders from time to time of the depositary receipts which will evidence the Depositary Shares, which is enforceable against the parties thereto in accordance with its terms and conforms to the description thereof provided in the applicable Prospectus Supplement and be executed in the forms filed as exhibits to the Registration Statement or any required post-effective amendment thereto or incorporated by reference therein.

With your consent, we have also assumed (i) that each of the Agreements will be governed by the internal laws of the State of New York, (ii) that each of the Agreements has been or will be duly authorized, executed and delivered by the parties thereto (other than with respect to the Operating Partnership), (iii) that each of the Agreements constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Opinion Parties, enforceable against each of them in accordance with their respective terms and (iv) that the status of each of the Agreements as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

Our opinions herein are expressed solely with respect to (i) the internal laws of the State of New York; (ii) the Delaware Revised Uniform Limited Partnership Act, as amended; and (iii) the federal laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Our opinions are based on these laws as in effect on the date hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. It is understood that this opinion letter is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect and only speaks as of the date of this opinion letter.

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

1. When (i) the specific terms of the Guarantees of a particular Debt Security and such Debt Security have been duly established in accordance with the Indenture, (ii) all necessary corporate or limited liability company action, as applicable, has been taken by the Guarantors to approve the creation, the terms and the issuance of the Guarantees and all necessary limited partnership action has been taken by the Operating Partnership to approve the creation, the terms and the issuance of such Debt Securities, (iii) the Guarantees have been duly executed, issued and delivered in accordance with the Indenture and in the manner contemplated by the Registration Statement and any required post-effective amendment thereto, the related prospectus and the applicable Prospectus Supplement(s), and by such corporate or limited liability company action, as applicable, and (iv) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and as described in the Registration Statement and any required post-effective amendment thereto, the related prospectus and the applicable Prospectus Supplement(s), and by such limited partnership action, do not violate any applicable law, do not result in a default under or breach of any agreement or instrument binding upon the Operating Partnership, are in conformity with the organizational documents of the Operating Partnership, and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Operating Partnership, then such Guarantees will be legally valid and binding obligations of each applicable Guarantor, enforceable against each applicable Guarantor in accordance with their terms.

2. When (i) all necessary corporate action has been taken by the Company to approve the creation, the terms and the issuance of Depositary Shares, and (ii) the terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the Deposit Agreement and as described in the Registration Statement and any required post-effective amendment thereto, the related prospectus and the applicable Prospectus Supplement(s), and by such corporate action, and (iii) the Depositary Shares have been duly executed, authenticated, issued and delivered against payment therefor in accordance with such Deposit Agreement and in the manner contemplated by the Registration Statement and any required post-effective amendment thereto, the related prospectus and the applicable Prospectus Supplement(s), and by such corporate action (assuming the underlying Preferred Stock has been validly issued and deposited with the Depositary), then such Depositary Shares will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3. When (i) a Prospectus Supplement and any related offering material with respect to Warrants have been filed with the Commission and become effective in compliance with the Securities Act and the rules and regulations thereunder, (ii) all necessary corporate action has been taken by the Company to approve the creation, the terms and the issuance of the Warrants and the underlying securities, the terms of the offering of the Warrants and related matters, including the consideration to be received therefor, if any, and for the underlying securities, and, if applicable, to authorize the form, terms, execution and delivery of a Warrant Agreement or Warrant Agreements (including a form of certificate evidencing the Warrants, if applicable) relating to the Warrants, (iii) the Warrant Agreement or Warrant Agreements, if applicable, relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the warrant agent, if any, appointed by the Company, (iv) the Warrants have been issued under a valid and legally binding Warrant Agreement, or agreements relating to the Warrants that conforms to the description thereof provided in a Prospectus Supplement and any related offering material and do not violate any applicable law, do not result in a default under or breach of any agreement or instrument binding upon the Company, are in conformity with the certificate of incorporation and bylaws of the Company, and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and (v) the Warrants or certificates representing the Warrants have been duly executed, countersigned and registered, if applicable, issued and delivered in accordance with the prospectus and applicable Prospectus Supplement relating to the Registration Statement and in accordance with the appropriate Warrant Agreement and the applicable valid and legally binding purchase, underwriting or similar agreement, as applicable, and such corporate action, in exchange for payment of the consideration for such Warrants, if any, provided for in such agreement, such Warrants will be legally issued and binding obligations of the Company.

4. When (i) a Prospectus Supplement and any related offering materials with respect to Debt Securities have been filed with the Commission and become effective in compliance with the Securities Act and the rules and regulations thereunder, (ii) all necessary limited partnership action has been taken by the Operating Partnership to approve the creation, the terms and the issuance of such Debt Securities and the consideration to be received therefor in accordance with the Indenture, (iii) the Indenture is qualified under the United States Trust Indenture Act of 1939, as amended, (iv) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and as described in the Registration Statement and any required post-effective amendment thereto, the related prospectus and the applicable Prospectus Supplement(s), and by such limited partnership action, do not violate any applicable law, do not result in a default under or breach of any agreement or instrument binding upon the Operating Partnership, are in conformity with the organizational documents of the Operating Partnership, and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Operating Partnership, and (v) notes, certificates or other evidence of the Debt Securities have been duly executed, issued and delivered by the Operating Partnership and authenticated by the Trustee pursuant to the Indenture and delivered to the purchasers thereof against payment therefor in accordance with such limited partnership action and the prospectus and applicable Prospectus Supplement relating to the Registration Statement, and in accordance with any applicable valid and legally binding purchase, underwriting or similar agreement, or Warrant Agreement and any related Warrant, as applicable, such Debt Securities will be legally issued and binding obligations of the Operating Partnership. For purposes of rendering the opinions set forth in this paragraph 4, we have assumed that immediately prior to the issuance of any Debt Securities, the Indenture and any applicable supplemental indenture will be in full force and effect, with no unwaived Events of Default or breaches thereunder and will constitute the legal, valid and binding obligation of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms.

In giving the opinions set forth above, with respect to each Security opined on in this opinion letter we have assumed that (i) at or prior to the time of the delivery of such Security, the authorization of such Security will not have been modified or rescinded, and there will not have occurred any change in law affecting such Security, including its validity or enforceability and (ii) none of the terms of any such Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security nor the compliance by the applicable Opinion Party, with the terms of such Security, will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the applicable Opinion Party or any restriction imposed by any court or governmental body having jurisdiction over the applicable Opinion Party.

Our opinions set forth above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance and voidable transaction laws), (ii) any specialized laws not included in opinion letters of this kind, such as tax, antitrust, pension, employee benefit, environmental, intellectual property, bank regulatory, insurance, labor, regulatory and licensing, anti-money laundering and health and safety laws, (iii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law and limitations regarding the availability of indemnification and contribution where such indemnification or contribution may be limited by applicable law; or (iv) the application of principles of public policy.

We express no opinion as to the validity, binding effect or enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum), (ii) waivers by the Company or Operating Partnership of any statutory or constitutional rights or remedies, (iii) terms which excuse any person or entity from liability for, or require the Company or Operating Partnership to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct, (iv) obligations to pay any prepayment premium, default interest rate, early termination fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination, usury and other interest-related restrictions, or (v) provisions providing that the terms of agreement may not be waived or modified except in writing.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the prospectus included in the Registration Statement. In giving such consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission under the Securities Act.

Very truly yours,

/s/ Honigman LLP

Honigman LLP

Schedule A

Agree Chapel Hill NC, LLC

Agree Mena AR, LLC

Agree Paterson NJ, LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 18, 2021, with respect to the consolidated financial statements and internal control over financial reporting of Agree Realty Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts”.

/s/ Grant Thornton LLP

Philadelphia, Pennsylvania

May 5, 2021