January 28, 2019
Resource Real Estate Diversified Income Fund
c/o 1290 Broadway, Suite 1100
Denver, CO 80203
| RE: | Resource Real Estate Diversified Income Fund (the “Fund”) |
File Nos. 333-220266 and 811-22749
Dear Board Members:
A legal opinion (the "Legal Opinion") that we prepared was filed with the Fund’s Registration Statement on Form N-2, filed on August 30, 2017. We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 2 under the Securities Act of 1933 (Amendment No. 18 under the Investment Company Act of 1940) and consent to all references to us in the Amendment.
Very truly yours,
/s/ Thompson Hine LLP
THOMPSON HINE LLP
