Exhibit 5.1
[Goodwin Procter LLP Letterhead]
February 9, 2024
Terreno Realty
Corporation
10500 NE 8th Street, Suite 1910
Bellevue,
Washington 98004
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Re: |
Securities Registered under Registration Statement on Form S-3
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We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-276959) (as amended or supplemented, the “Registration Statement”) filed on February 9, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to
the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Terreno Realty Corporation, a Maryland corporation (the “Company”), of any combination of securities of the types
specified therein. The Registration Statement became effective automatically upon filing with the Commission on February 9, 2024. Reference is made to our opinion letter dated February 9, 2024 and included as Exhibit 5.1 to the
Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on February 9, 2024 by the Company with the Commission pursuant to Rule 424
under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $305,814,934 in shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), covered
by the Registration Statement. The Shares are being offered and sold pursuant to Equity Distribution Agreements, dated as of September 6, 2023 (the “Distribution Agreements”), by and between the Company and each of KeyBanc Capital
Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Citizens JMP Securities, LLC, Piper Sandler & Co., Regions Securities LLC, Scotia Capital (USA) Inc. and Stifel,
Nicolaus & Company, Incorporated, as sales agents.
We have reviewed such documents and made such examination of law as we have
deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the
Company.
For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or
greater than the minimum price authorized by the Company’s board of directors prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common Stock available for issuance
by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.
The opinion set forth below
is limited to the Maryland General Corporation Law.