Spirit Realty Capital, Inc., a Maryland corporation (the “Company”) – Registration of up to 9,200,000 shares (the “Shares”) of common stock, par value $0.05 per share (the “Common Stock”), of the Company to be sold to the public (the “Offering”) pursuant to the Registration Statement on Form S-3 (Registration No. 333-220618) filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about September 25, 2017 (the “Registration Statement”)

the corporate charter of the Company (the “Charter”) represented by Articles of Restatement filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on August 21, 2013, Articles of Amendment filed with the SDAT on May 13, 2014, Articles Supplementary filed with the SDAT on March 3, 2017, Articles Supplementary filed with the SDAT on October 2, 2017, Articles of Amendment filed with the SDAT on December 12, 2018 and Articles of Amendment filed with the SDAT on April 29, 2019;

the Fifth Amended and Restated Bylaws of the Company, dated as of August 10, 2017 (the “Bylaws”);

resolutions adopted by the Board of Directors of the Company (the “Board”), or a duly authorized committee thereof, on or as of June 8, 2020 and June 8, 2020 (collectively, the “Directors’ Resolutions”);

the Registration Statement and the final prospectus supplement dated June 8, 2020, and the final base prospectus dated September 25, 2017;

a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is duly authorized to transact business in the State of Maryland;

a fully executed copy of the Underwriting Agreement, dated as June 8, 2020 (the “Underwriting Agreement”), by and among the Company, Spirit Realty, L.P., a Delaware limited partnership, each of J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc., for themselves and as representatives of the several underwriters named in “Schedule I” of the Underwriting Agreement, J.P. Morgan Securities LLC, as forward seller, and JPMorgan Chase Bank, National Association, as forward purchaser;

a certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the copies of the Charter, the Bylaws and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect as of the date of the Officers’ Certificate, and certifying as to the manner of adoption of the Directors’ Resolutions and the form, approval, execution and delivery of the Underwriting Agreement; and

such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below.

each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so;

each natural person executing any of the Documents is legally competent to do so;

any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

the Officers’ Certificate and all other certificates submitted to us are true and correct, both when made and as of the date hereof; and

none of the Shares will be issued or transferred in violation of any of the ownership or transfer restrictions or limitations contained in the Charter.

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares to be issued in the Offering have been duly authorized for issuance by all necessary corporate action on the part of the Company, and when such Shares are issued and delivered by the Company in exchange for the consideration therefor, as provided in, and in accordance with, the Underwriting Agreement and the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable.