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Mayer Brown LLP | |
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March 24, 2020 |
www.mayerbrown.com |
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
Re: Status as a Real Estate Investment Trust;
Information in the Registration Statement under
“United States Federal Income Tax
Considerations”
Ladies and Gentlemen:
In connection with the filing of a Combined Registration Statement on Form S-3 with the Securities and Exchange Commission on March 24, 2020 (the “Registration Statement”), by Prologis, Inc., a Maryland corporation (the “Company”); Prologis, L.P., a limited partnership organized under the laws of the State of Delaware; Prologis Euro Finance LLC, a limited liability company organized under the laws of the State of Delaware; Prologis Yen Finance LLC, a limited liability company organized under the laws of the State of Delaware; and Prologis Sterling Finance LLC, a limited liability company organized under the laws of the State of Delaware, you have requested our opinions concerning (i) the qualification and taxation of the Company as a real estate investment trust (“REIT”) and (ii) the information in the Registration Statement under the heading “United States Federal Income Tax Considerations.”
In formulating our opinions, we have reviewed and relied upon the Registration Statement, such other documents and information provided by you, and such applicable provisions of law as we have considered necessary or desirable for purposes of the opinions expressed herein.
In addition, we have relied upon certain representations made by the Company relating to the organization and actual and proposed operation of the Company and its relevant subsidiaries. For purposes of our opinions, we have not made an independent investigation of the facts set forth in such documents, representations from the Company or the Registration Statement. We have, consequently, relied upon your representations that the information presented in such documents or otherwise furnished to us accurately and completely describes all material facts.
Our opinions expressed herein are based on the applicable laws of the State of Maryland, the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and the interpretations of the Code and such regulations by the courts and the Internal Revenue Service, all as they are in effect and exist at the date of this letter. It should be noted that statutes, regulations, judicial decisions, and administrative interpretations
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