Form 8-K NexPoint Real Estate To: December 20


Exhibit 5.2

20 December 2021

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201


$ 60,000,000 of 5.75% senior notes due 2026 of NexPoint Real Estate Finance, Inc.

Ladies and gentlemen:

We acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland company (the ??Society??), as part of the preparation and filing with the Securities and Exchange Commission (the ??Commission??) under the Securities Act of 1933, as amended (the ??Securities Act??), of (i) the registration statement on Form S-3 (file n ° 333-251854) (on ??Declaration of registration??) which has been declared effective by the Securities and Exchange Commission (the ??Commission??) March 31, 2021, (ii) the prospectus dated March 31, 2021 forming part of the Registration Statement, as well as the documents incorporated therein by reference (??Base prospectus??), (iii) the preliminary prospectus supplement in the form filed with the Commission in accordance with Rule 424 (b) of the Securities Act on December 16, 2021 and (iv) the final prospectus supplement dated December 16, 2021 and December 16, 2021 in the form filed with the Commission under Rule 424 (b) under the Securities Act on December 17, 2021 (the ??Brochure supplement?? and, together with the Base Prospectus, the ??Prospectus??) in connection with the Company’s offering for an aggregate principal amount of $ 60 million of 5.75% Senior Notes due 2026 (??Additional Notes??).

This opinion letter is provided in accordance with the requirements of Section 601 (b) (5) of
SK regulation under the Securities Act.

In making the opinion below, we have reviewed and used the certificates, company records, agreements, instruments and other documents we deemed necessary or appropriate as the basis for the opinion, including the registration statement, the prospectus and the forms of the documents mentioned in the Prospectus. During our examination, we have assumed the legal capacity of all natural persons, the authenticity of all signatures, the authenticity of all documents submitted to us in the form of certified true or photostatic copies and the authenticity of the originals. of these latter documents. With respect to all facts material to this opinion that we have not independently established or verified, we have relied on oral or written representations and representations by officers and other representatives of the Company and others. .

Based on the foregoing and subject to the assumptions, reservations and limitations set forth herein, we are of the opinion that, assuming the Company validly exists, has the authority to create the Additional Notes and has taken the necessary steps. to authorize the conclusion of the Additional Notes under the laws of its organization’s jurisdiction, the Additional Notes constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, except to the extent that they may be limited by any bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer or other similar laws affecting the rights of creditors now or subsequently in force, and equitable principles which may limit the right to specific enforcement of remedies.

The foregoing opinion is limited to the laws of the State of New York. We do not express any opinion with respect to other laws, statutes, regulations or ordinances.

In rendering this opinion, we have assumed, without independent investigation, the accuracy and assume no responsibility for the opinion dated December 20, 2021 of Ballard Spahr LLP, Maryland counsel to the Company, a copy of which will be filed with the Current company report on Form 8-K dated the date hereof as Exhibit 5.1 thereto, with respect to all questions of law dealt with therein relating to the laws of Maryland.


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