Exhibit 5.2
 
[LETTERHEAD OF VENABLE LLP]

June 29, 2015

CorEnergy Infrastructure Trust, Inc.
1100 Walnut, Suite 3350
Kansas City, Missouri 64106

  Re: Registration Statement on Form S-3
Commission File No 333-198921
Ladies and Gentlemen:
 
We have served as Maryland counsel to CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of the underwritten public offering and sale of up to $115,000,000 aggregate principal amount of the Company’s 7.00% Convertible Senior Notes due 2020 (the “Notes”) (including up to $15,000,000 aggregate principal amount of the Notes which the underwriters in the public offering have the option to purchase) pursuant to the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
 
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
 
1.              The Registration Statement and the related form of prospectus included therein, substantially in the form transmitted to the Commission under the Securities Act;
 
2.              The Prospectus Supplement, dated June 23, 2015, in the form filed with the Commission under the Securities Act;
 
3.              The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
 
4.              The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
 
5.              A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
 
6.              Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to, among other matters, (i) the registration and issuance of the Notes and the Conversion Shares (as defined below) and (ii) the Indenture (as defined below), certified as of the date hereof by an officer of the Company;
 
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June 29, 2015
Page 2

7.              The Indenture, dated as of June 29, 2015, as supplemented by the first supplemental indenture thereto (collectively, the “Indenture”), by and between the Company and Computershare Trust Company, N.A., as trustee;
 
8.              A certificate executed by an officer of the Company, dated as of the date hereof; and
 
9.              Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
 
In expressing the opinion set forth below, we have assumed the following:
 
1.              Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
 
2.              Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
 
3.              Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
 
4.              All Documents submitted to us as originals are authentic.  The form and content of all 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. All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written 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.
 
5.              Upon the sale of any shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company issuable upon the conversion of the Notes (the “Conversion Shares”), the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
 
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June 29, 2015
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6.              The Conversion Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.
 
The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the issuance of this opinion.
 
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
 
1.              The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
 
2.              The Company has the corporate power to enter into and perform its obligations under the Indenture.  The Indenture has been duly authorized, executed and, so far as is known to us, delivered by the Company.
 
3.              The issuance of the Notes has been duly authorized by the Company.
 
4.              The issuance of the Conversion Shares has been duly authorized and, when issued and delivered by the Company upon conversion of the Notes in accordance with the Resolutions, the Registration Statement, the Indenture and the terms of the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable.
 
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.  We note that the Indenture is governed by the laws of the State of New York.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
 
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
 
CorEnergy Infrastructure Trust, Inc.
June 29, 2015
Page 4
 
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Notes (the “Current Report”), which is incorporated by reference in the Registration Statement.  Husch Blackwell LLP, counsel to the Company, may rely on this opinion in connection with its opinion of even date herewith.  We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
 
 
Very truly yours,
 
 
/s/ Venable LLP