EX-8.2 3 tm2331471d6_ex8-2.htm EXHIBIT 8.2

Exhibit 8.2

[Letterhead of Wachtell, Lipton, Rosen & Katz]

December 15, 2023

Spirit Realty Capital, Inc.
2727 North Harwood Street, Suite 300

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as special counsel to Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of October 29, 2023 (as amended or supplemented through the date hereof, the “Agreement”), by and between Realty Income Corporation, a Maryland corporation (“Parent”), Saints MD Subsidiary, Inc., a Maryland corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and the Company, including the proposed merger (the “Merger”) of the Company with and into Merger Sub, with Merger Sub as the surviving company. In connection with the effectiveness of the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of Parent, including the proxy statement/prospectus forming a part thereof, relating to the Merger and initially filed with the Securities and Exchange Commission on December 1, 2023, you have requested our opinion as to certain U.S. federal income tax matters.

In providing our opinion, we have examined the Agreement, the Registration Statement and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the transaction and the parties thereto set forth in the Agreement and in the Registration Statement are true, complete and correct, (iii) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity and (iv) all applicable reporting requirements have been or will be satisfied. If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.

Based upon and subject to the foregoing and the exceptions, limitations, assumptions and qualifications described in the Registration Statement, it is our opinion that insofar as it summarizes U.S. federal income tax law, the discussion set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger” is accurate in all material respects.

We express no opinion on any issue relating to the tax consequences of the transactions contemplated by the Agreement or the Registration Statement other than the opinion set forth above. Our opinion is based on current provisions of the Internal Revenue Code of 1986, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform the Company or any other person of any such change or inaccuracy that may occur or come to our attention.

We are furnishing this opinion solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

|  | Very truly yours,
|  | /s/ Wachtell, Lipton, Rosen & Katz