The following summary describes the principal United States federal income tax considerations relating to the ownership of our Class A common stock as of the date hereof by the United States and non-united Titular States, each as defined below. Unless otherwise stated, this summary addresses only our Class A common stock held as capital assets and does not address special situations, such as those of securities or currency dealers, financial institutions, regulated investment, tax exempt entities (except as described in “—Taxation of tax exempt Holders of our Class A common stock” below), insurance companies, persons holding Class A common stock in connection with a hedging, integration, conversion or constructive sale transaction or of a straddle, securities dealers who choose to use a mark-to-market method of accounting for their holdings of securities, persons subject to alternative minimum tax, persons required to accelerate the recognition of any item of gross income with respect to our Class A common shares as a result of the recognition of such income in an applicable financial statement, persons who are “foreign governments” within the meaning of Section 892 of the Internal Revenue Code of 1986, as amended, or the “Internal Revenue Code”, investors in flow-through entities or US holders of our Class A common stock whose “functional currency” is not the US dollar. In addition, the discussion below is based on the provisions of the Internal Revenue Code and the United States Treasury Regulations, or “Treasury Regulations”, court orders and rulings thereunder at the date hereof, and such authorities may be revoked, revoked or modified, possibly with retroactive effect, in such manner as to give rise to different United States federal income tax consequences than those described below. There can be no assurance that the IRS would not assert, or a court would not support, a position contrary to any of the tax consequences described below.

This summary does not represent a detailed description of the U.S. federal income tax consequences of the purchase, ownership and disposition of our Class A common stock in light of any holder’s particular circumstances and does not address effects of the 3.8% tax on net investment. income, alternative minimum tax, estate or gift tax, or state, local, or non-united State tax laws. It is not intended to be, and should not be construed as, legal or tax advice to any particular purchaser of our Class A common stock.

You should consult your own tax advisors regarding the US federal income tax consequences in light of your particular circumstances as well as the consequences arising from the laws of any other taxing jurisdiction.

Our taxation as a REIT

Our election to be taxed as a REIT became effective January 1, 2003. We believe that we have been organized and operated and will continue to operate so as to qualify for taxation as a REIT under federal law. US income tax.

In connection with the filing of this Prospectus, Simpson Thacher & Bartlett LLP is expected to render an opinion that, commencing with the taxation year ended December 31, 2008, Blackstone Mortgage Trust has been organized pursuant to the qualification and taxation as a REIT under the Internal Revenue Code, and its actual and proposed mode of operation as described in this prospectus has enabled it, and will continue to enable it, to satisfy the qualification and taxation requirements under as a REIT under the Internal Revenue Code. Investors should be aware that the opinion of Simpson Thacher & Bartlett LLP will be based on customary assumptions, will be conditioned by certain statements made by us as to matters of fact, including statements regarding the nature of our assets and the conduct of our business, and will not bind the IRS or any court. We have not received, and do not intend to seek, a ruling from the IRS regarding our REIT status or our meeting REIT requirements. The IRS may challenge our REIT status, and a court may support such a challenge. In addition, Simpson Thacher & Bartlett LLP’s opinion will be based on the United States federal income tax law governing qualification as a REIT in effect as of the date hereof, which may change from time to time. prospective or retroactive. In addition, our qualification and taxation as a REIT depends on our ability to continuously satisfy, through actual annual results of operations, certain qualification criteria set forth in the United States federal income tax laws. revenue. These qualification tests involve the



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