Filing of Shelf Registration Statement and Prospectus Supplement

On June 29, 2021, Realty Income Corporation (the 'Company') filed with the Securities and Exchange Commission (the 'SEC') a shelf registration statement on Form S-3 (File No. 333-257510) (the 'Registration Statement'), which became immediately effective upon filing.

On June 29, 2021, the Company also filed with the SEC a prospectus supplement, dated June 29, 2021, to the prospectus included in the Registration Statement in connection with the Company's existing Dividend Reinvestment and Stock Purchase Plan.

In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the prospectus supplement. Additionally, in connection with the filing of the prospectus supplement, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLP, with respect to certain tax matters.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NoDescription
5.1Opinion of Venable LLP.
8.1Opinion of Latham & Watkins LLP.
23.1Consent of Venable LLP (included in Exhibit 5.1)
23.3Consent of Latham & Watkins LLP (included in Exhibit 8.1)
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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Realty Income Corporation published this content on 30 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 10:20:50 UTC.