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RESOURCE CAPITAL CORP. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

June 10, 2014



Item 8.01 Other Events.

On June 10, 2014, Resource Capital Corp. (the "Company") completed its registered underwritten public offering (the "Offering") of the Company's newly classified and designated 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock"). The shares of Series C Preferred Stock issued and sold in the Offering were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-195844), filed by the Company with the Securities and Exchange Commission on May 9, 2014 (the "Registration Statement"). The Offering was made under the prospectus supplement dated June 3, 2014 ("Prospectus Supplement"), and the accompanying prospectus dated May 9, 2014, constituting a part of the Registration Statement.

Attached as Exhibit 5.1 to this Current Report is a copy of the opinion of Foley & Lardner LLP relating to the validity of the shares of Series C Preferred Stock sold in the Offering. Attached as Exhibit 8.1 to this Current Report is a copy of the opinion of Ledgewood P.C. relating to certain tax matters. Exhibits 5.1 and 8.1 attached to this Current Report are incorporated by reference in their entirety into the Prospectus Supplement and Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 5.1 Opinion of Foley & Lardner LLP. 8.1 Opinion of Ledgewood P.C. 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1). 23.2 Consent of Ledgewood P.C. (included in Exhibit 8.1).



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Source: Edgar Glimpses


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