As previously reported, Resource Capital Corp. (the "Company") and Resource Capital Manager, Inc. entered into an underwriting agreement dated September 7, 2012, with Deutsche Bank Securities Inc. as representative of the underwriters named therein (collectively, the "Underwriters"), with respect to the offer and sale of 8,500,000 shares of the Company's common stock (the "Firm Shares") plus up to an additional 1,275,000 shares of common stock (the "Option Shares") to cover over-allotments, if any. The sale of the Firm Shares was completed on September 12, 2012. On September 14, 2012, the Underwriters exercised the over-allotment option in full and the sale of the Option Shares was completed on September 19, 2012. Upon the sale of the Firm Shares and the Option Shares, the Company received total net proceeds, after underwriting discounts, commissions and expenses, of approximately $55.4 million.

Exhibits 5.1 and 23.1 with respect to the issuance of the Option Shares, which are attached to this Current Report on Form 8-K, are incorporated by reference in their entirety into the Company's shelf registration statement on Form S-3 (Registration No. 333-174739).

(d) The following exhibits are included with this report:

Exhibit No.   Exhibit Description

 5.1          Opinion of Foley & Lardner LLP

23.1          Consent of Foley & Lardner LLP (included in Exhibit 5.1).