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KKR Real Estate Finance Trust (KREF)

Filed: 22 Dec 21, 5:27pm

Exhibit 8.1

 
 
HUNTON ANDREWS KURTH LLP
FILE NO: 065607.0000064
 
 
  

December 22, 2021

KKR Real Estate Finance Trust Inc.
30 Hudson Yards, Suite 7500
New York, NY 10001

KKR Real Estate Finance Trust Inc.
Qualification as a
Real Estate Investment Trust

Ladies and Gentlemen:
 
We have acted as tax counsel to KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 filed with the Securities and Exchange Commission on December 22, 2021 (the “Registration Statement”) with respect to the offer and sale, from time to time, of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), shares of preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”), depositary shares of the Company, debt securities of the Company, warrants, subscription rights, and purchase contracts relating to any of the foregoing securities, and units comprising one or more of the preceding securities of the Company.  You have requested our opinion regarding certain U.S. federal income tax matters.

In giving this opinion letter, we have examined the following:
 
1.
the Registration Statement and the prospectus (the “Prospectus”) filed as part of the Registration Statement;
 
2.
the Company’s Articles of Amendment and Restatement, dated February 12, 2016, as amended;
 
3.
the Amended and Restated Limited Liability Company Agreement of KREF CLO Sub-REIT LLC, dated November 28, 2018;
 
4.
the Company’s Amended and Restated Bylaws;
 
5.
the Amended and Restated Agreement of Limited Partnership of KKR Real Estate Finance Holdings L.P., dated October 8, 2015; and
 
ATLANTA   AUSTIN   BANGKOK   BEIJING   BOSTON   BRUSSELS   CHARLOTTE   DALLAS   DUBAI   HOUSTON   LONDON
LOS ANGELES   MIAMI   NEW YORK   NORFOLK   RICHMOND   SAN FRANCISCO   THE WOODLANDS   TOKYO   TYSONS   WASHINGTON, DC
www.HuntonAK.com


 
KKR Real Estate Finance Trust Inc.
December 22, 2021
Page 2

6.
such other documents as we have deemed necessary or appropriate for purposes of this opinion.
 
In connection with the opinions rendered below, we have assumed, with your consent, that:
 
1.          each of the documents referred to above has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;
 
2.          during their taxable years ending December 31, 2021 and future taxable years, the Company and KREF CLO Sub-REIT LLC have operated and will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company, and a certificate, dated the date hereof and executed by a duly appointed officer of KREF CLO Sub-REIT LLC (together, the “Officer’s Certificates”), true for such years;
 
3.          neither the Company nor KREF CLO Sub-REIT LLC will make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a real estate investment trust (a “REIT”) for any taxable year; and
 
4.          no action will be taken by the Company or KREF CLO Sub-REIT LLC after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.
 
In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificates.  We are not aware of any facts that are inconsistent with the representations contained in the Officer’s Certificates.  Where the factual representations in the Officer’s Certificates involve terms defined in the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individual making such representations the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority.
 
Based solely on the documents and assumptions set forth above and the representations set forth in the Officer’s Certificates, and the factual matters discussed in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which is incorporated herein by reference), we are of the opinion that:
 

 
KKR Real Estate Finance Trust Inc.
December 22, 2021
Page 3


(a)
the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2017 through December 31, 2020, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable year ending December 31, 2021 and thereafter; and
 

(b)
the descriptions of the law and the legal conclusions contained in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” are correct in all material respects.
 
We will not review on a continuing basis the Company’s or KKR CLO Sub-REIT LLC’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificates.  Accordingly, no assurance can be given that the actual results of the Company’s or KKR CLO Sub-REIT LLC’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT.  Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all the facts referred to in this opinion letter or the Officer’s Certificates.
 
The foregoing opinions are based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions.  The Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification.  No assurance can be given that the law will not change in a way that will prevent the Company or KKR CLO Sub-REIT LLC from qualifying as a REIT.
 
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality.  We undertake no obligation to update the opinions expressed herein after the date of this letter.  This opinion letter speaks only as of the date hereof.  Except as provided in the next paragraph, this opinion letter may not be distributed, quoted in whole or in part or otherwise reproduced in any document, or filed with any governmental agency without our express written consent.


 
KKR Real Estate Finance Trust Inc.
December 22, 2021
Page 4

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the references to Hunton Andrews Kurth LLP under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus.  In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

 
Very truly yours,
  
 /s/ Hunton Andrews Kurth LLP