LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise, certain legal matters in connection with this offering, including the validity of the
securities to be offered by Sotherly or by the Operating Partnership, will be passed upon for us by Baker & McKenzie LLP.
EXPERTS
The
consolidated financial statements of Sotherly Hotels Inc. and Sotherly Hotels LP as of December 31, 2016, and for the year then ended (including the schedules appearing therein), have been incorporated by reference herein in reliance upon the
reports of Dixon Hughes Goodman LLP, independent registered public accounting firm, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The audited consolidated financial statements and respective schedules of each of Sotherly Hotels Inc. and Sotherly Hotels LP as of December 31, 2015 and
for the years ended December 31, 2015 and 2014 incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent
certified public accountants, upon the authority of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We maintain a website, www.sotherlyhotels.com, which contains additional information concerning us. We file annual,
quarterly and current reports, proxy statements and other information, as applicable, with the SEC. You may read and copy any materials we file with the SEC at the SECs public reference room at Room 1580, 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file
electronically with the SEC (http://www.sec.gov).
We have filed a registration statement on Form S-3 of which this prospectus is a part and related
exhibits under the Securities Act with respect to the securities being offered by this prospectus. The registration statement contains additional information about us. You may inspect the registration statement and exhibits without charge at the
office of the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.
We make available
free of charge through our website all our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements and other reports filed with the SEC as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. We have also posted on this website Sotherlys Code of Business Conduct and the charters of Sotherlys Audit and Nominating, Corporate Governance and Compensation
Committees of Sotherlys board of directors. The information contained in or accessed through our website is neither part of nor incorporated into this prospectus.
This prospectus does not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information, we refer you to the registration statement, including its exhibits and schedules, which may be found at the SECs website at http://www.sec.gov. Statements contained
in this prospectus and any accompanying prospectus supplements about the provisions or contents of any contract, agreement or any other document referred to are not necessarily complete. Please refer to the actual exhibit for a more complete
description of the matters involved. Each of these statements is qualified in all respects by this reference.
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