APPROVED FOR USE IN OHIO

INVESTMENT OVERVIEW

Consider the Following Risk FactorsBefore Investing

» No public market currently exists for our shares of common stock, and we have no current plans to list our shares on an exchange.

» We set the offering price arbitrarily. This price is unrelated to the book or net value of our assets or to our expected operating income.

» We have a limited operating history, and as of December 31, 2012, our total assets were $180.5 million and consisted primarilyof $142.3 million of investments, $29.9 million of cash and $3.0 million of deferred offering costs. We have not identified all ofthe investments to acquire with the proceeds of this offering; consequently, you will not have the opportunity to evaluate all ofour investments before we make them.

» We are dependent on our advisor and its affiliates to select investments and conduct our operations and this offering. Our advisor has a limited operating history and no experience operating a public company.

» We pay substantial fees and expenses to our advisor, its affiliates and broker-dealers, whose payments increase the risk that you will not earn a profit on your investment.

» Our executive officers and some of our directors face conflicts of interest.

» We may lack diversification if we raise substantially less than the maximum offering.

» Property values may fall due to environmental, economic or other reasons. A change in interest rates can negatively impactour performance.

» There are restrictions on the ownership and transferability of our shares of common stock. See “Description of Shares – Restriction on Ownership of Shares” found in the prospectus.

» Our charter permits us to pay distributions from any source, including from offering proceeds, borrowings, sales of assets or waivers or deferrals of fees otherwise owed to our advisor. To the extent these distributions exceed our net income or net capital gain, a greater proportion of your distributions will generally represent a return of capital as opposed to current incomeor gain, as applicable. Our organizational documents do not limit the amount of distributions that we can fund from sourcesother than from cash flows from operations.

» We may change our targeted investments without stockholder consent.

» Some of the other programs sponsored by our sponsor, Resource Real Estate, Inc. (“Resource Real Estate”), have experiencedadverse business developments or conditions.

» Assuming all else is equal, REITs investing in “opportunistic” commercial real estate generally have a higher level of risk associated with them compared to those investing in core and value-add properties. This is based on the premise that “opportunistic” investing is designed to generate returns through capital appreciation rather than income.

» There are inherent risks associated with investing in real estate including but not limited to interest rate fluctuations, market conditions, property values, natural hazards and occupancy rates. Disruptions in the financial markets and sluggish economic conditions could adversely impact our ability to implement our business strategy and generate returns. Additionally, if we are unable to find suitable investments, we may not be able to achieve our investment objectives or pay distributions.

This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein; an offering is made only by prospectus. This information must be preceded or accompanied by a prospectus in order to understand fully all of the implications and risks of the offering. Neither the attorney general of the state of New York nor any other state regulators have passed on or endorsed the merits of this offering. Any representation to the contrary is a criminal offense. Shares offeredthrough Resource Securities, Inc., an affiliate of Resource Real Estate and member – FINRA, SIPC.

Asset Currently Owned by the Opportunity REIT Williamsburg of Cincinnati

The Resource Real Estate Opportunity REIT's objective is to invest for growth. The Opportunity REIT seeks to buy distressed multifamily properties at deep discounts and then turn them around by fixing them and attempting to stabilize their occupancy rates. As the properties generate income, the Opportunity REIT distributes that income to its investors. Eventually, however, the properties will be sold in order to monetize

any value created.

Resource Real Estate – More Than 20 Years of Real Estate Investing Experience2

Resource Real Estate – More Than 20 Years of Real Estate Investing Experience

Resource Real Estate, the sponsor of the Opportunity REIT, has a 20+ year track record of “opportunistic” real estate investing.1 We currently own and manage a real estate portfolio with an aggregate value of approximately

$1.7 billion. This is comprised of over 24,000 apartment units across 66 multifamily communities in 18 states.2

Resource Real Estate invests across all types of value-add and opportunistic commercial real estate. Traditionally, however, we have had a focus on the multifamily sector. We often acquire a property by buying

a distressed loan at a deep discount and then taking possession of the property through foreclosure.

An important part of our business model is our comprehensive property management platform – Resource Residential. This highly specialized division of Resource Real Estate is responsible for fixing and attempting to stabilize properties once they have been acquired. Unlike most property managers,

Resource Residential specializes in distressed real estate operations and manages properties to create value for investors. Ultimately, we seek to monetize this value by selling the properties.

Resource Real Estate – Expertise in Multifamily Properties

These properties are owned by Resource Real Estate, the sponsor of the Opportunity REIT, and are indicative of the types of properties in which the Opportunity REIT seeks to invest.

Resource Real Estate – A Subsidiary of Resource America, Inc.

Resource America, Inc. a specialized asset management company with a focus on alternative investment solutions. Resource America has approximately $15.3 billion in assets under management as of December 31, 2012, diversified across real estate, equipment leasing, financial fund and private equity offerings. Resource America is publically traded on the

NASDAQ under the ticker symbol REXI.

1 “Opportunistic” real estate investing is designed to generate returns predominantly through capital appreciation.2 Data as of December 21, 2012

AcquisitionCost

Net CashProfit

Net CashLoss

$20M

$15M

$10M

$5M

$0

Crestw

ood Apts

(’98-’02

)

Green

way Villa

ge (’98

-’02)

Ritten

house P

rojec

t (’00-’02)

Treet

ops (’92

-’03)

Smyth

e Sto

res (’96

-’03)

Mill

Spring A

pts (’96-’03

)

Lofts at

Red

Hill (’97-’03

)

Woodcres

t Pav

ilion (’9

6-’04

)

Crafts

House

Apts

(’96-’04

)

Axewood O

ffice C

mplx

(’97-’04

)

Deerfi

eld B

each

Apts

(’97-’04

)

The Loew

y Build

ing (’97-’04

)

Winth

rop S

quare (’97

-’04)

NorthCal

Proper

ty (’96-’05

)

Locke M

ill Plaz

a Condos (

’95-’06)

The Gra

nite B

uilding (’9

3-’06

)

Malc

o Industr

ial C

tr (’95-’06

)

Redick

Hote

l (’97-’06)

1521

Locust

Street

(’97-’07

)

Richm

ond Km

art (’97-’07)

St. Cloud (’9

4-’10

)

Mill

Creek

Terra

ce (’0

9-’10

)

Regen

cy P

ark (’08

-’11)

Highline C

lub Apts

(’08-’11

)

RBS Portf

olio (’1

1-’11

)

Sheridan

Build

ing (’98-’02

)

Evening S

tar B

uilding (’9

8-’10

)

1301

Connec

ticut (’

95-’03)

Countrysid

e Villa

ge (’97

-’04)

Clemen

s Plac

e (’98

-’09)

Pensa

cola

Place (’98

-’06)

1212

S. M

ichigan

(’98-’02

)

Alex. B

rown B

uilding (’9

8-’06

)

Midwes

tern

Mtg

Portf

olio (’0

9-’12

)

National

Press

Build

ing (’98-’10

)

Wat

erfo

rd at

Nev

illewood (’0

9-’10

)

Northsid

e Villa

ge Apts

(’10-’11

)

Bingham A

pts (’10-’11

)

Parkw

ay Te

rrace

(’10-’12

)

$100M

$80M

$60M

$40M

$20M

$0

Loa

ns <

$10

M

Loa

ns >

$10

M

The Encla

ve (’0

9-’12

)

Park a

t Bell

aire (’09

-’12)

Man

sfield

(’10-’12

)

Silver

leaf (’11-’12)

Some of Resource Real Estate’s prior programs have experienced adverse business developments. For example, several programs have experienced lowerthan originally expected cash flows from operations and have had to utilize cash from reserves to supplement cash flow. In addition, several programs have had to fund distributions with combinations of operating cash flow, sale proceeds and reserves and advances from our sponsor or its affiliates. Finally, operating cash flow available after distributions has been adversely affected by timing issues with rent collection and the payment of expensessuch as real estate taxes under appeal, causing either excess or deficit cash flows after distributions for a given period.Several of the properties listed above experienced negative operating results: details of those results are listed below:» Mill Spring Apartments was purchased in 1996 for $2,528,976. Due to an adverse operating environment and market challenges, the property resulted ina net loss of $23,360 when sold in 2003.

» Locke Mill Plaza Condos was purchased in 1995 for $1,278,143. Due to a challenging market and unbudgeted expenses, the property resulted in a net lossof $1,109,962 when sold in 2006.

» The Redick Hotel was purchased in 1997 for $3,545,421. Due to unforeseen expenses, the property resulted in a net loss of $272,724 when sold in 2006.» Regency Park was purchased in 2008 for $7,248,190. Due to challenging market conditions and higher than expected expenses, the property resulted ina net loss of $1,741,688 when sold in 2011.

» The Enclave was purchased in 2009 for $6,893,530. Due to challenging market conditions and higher than expected expenses, the property resulted in anet loss of $1,070,867 when sold in 2012.

Acquisition cost includes costs related to original purchase of 1st mortgage investment and costs incurred to maintain investment, including CAPX. Net cash is excess or deficient cash receipts, including sale proceeds, over cash expenditures. There may be post-close transactions that may impact the netcash flow and internal rate of return (“IRR”). Note: Past performance does not guarantee future results. Shares of Resource Real Estate, Inc. are not being offered. Resource Real Estate Opportunity REIT, Inc. does not own any of the properties referenced above.

Resource Real Estate’s Distressed Investing Track Record

Resource Real Estate has been buying, fixing and selling distressed real estate through a number of economic and interest rate cycles. This experience has helped refine our strategy to what it is today – a disciplined and

repeatable investment process designed to generate returns in a risk-controlled fashion. The table below illustratesResource Real Estate’s distressed investments that have been purchased and sold since 2002.

3Resource Real Estate – More Than 20 Years of Real Estate Investing Experience

Why Invest in Multifamily Real Estate

Why Invest in Multifamily Real Estate4

Expected Life Cycle

of TheOpportunity

REIT

“Gen Y” in Prime RentingLife Stage

1974

1978

1982

1986

1990

1994

1998

2002

2006

2009

2012

2019

2022

2026

2030

2015

46 MM

44 MM

42 MM

40 MM

38 MM

36 MM

34 MM

32 MM

30 MM

28 MM

26 MM

“Gen Y” is the largest American demographic to enter the rental market since the Baby Boomers in the 1980s.

Source: National Center for Health Statistics, National Vital Statistics, Live Births in the United States.

Currently, There is an Increase in Demand for Apartments as “Gen Y” Enters

Their Prime Rental Age

5Why Invest in Multifamily Real Estate

For a variety of reasons, but predominantly due to the recession, homeownership in the United Statesis on the decline, and the number of renters is on the rise. At the peak of the housing boom in 2004 and 2005, homeownership rates stood at approximately 69%. As of the middle of 2012, the rate had fallen to 65%. This implies that approximately 4 million people who were once homeowners have

become renters over the past few years.

As Homeownership Rates Fall Across the U.S.,More People are Moving into Apartments

60%

61%

62%

63%

64%

65%

66%

67%

68%

69%

70%

60 MM

70 MM

80 MM

90 MM

100 MM

110 MM

120 MM

1970

1971

1972

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Hom

eow

ners

hip

Rat

e*

Ren

ters

(in

mill

ions

)

Renters Homeownership Rate

* The number of Americans who own their own home has dropped from a peak of 69% in late 2004 to65% in 2012. One percentage point drop in homeownership rate equals approximately 1 million renters.

This decline represents more than 4 million new renters to the market.

Source: U.S. Census Bureau. Housing Vacancies and Homeownership, Q3, 2012

Why Invest in Multifamily Real Estate

Currently, there is a lack of quality apartment housing on the market. Much of what is availableis in disrepair and offers less than desirable living conditions because the communities are oldand have not been managed properly. Additionally, due to the recession, new apartment

construction is at historically low levels.

As reflected in the chart below, the last major apartment building boom was in the mid-1980s.

Source: U.S Census Bureau. Survey of Market Absorption, Q2, 2012

Today, There Is a Low Supply of Quality Apartments Available to Renters

1970

1971

1972

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

201120

12*

0

100

200

300

400

500

600

Ann

ual C

ompl

etio

ns (1

,000

s)

Average Number of Annual ApartmentsBuilt Since 1970 = 214,000

Why Invest in Multifamily Real Estate6

Asset Currently Owned by the Opportunity REITArcadia at Westheimer

Economic Distress – CreatingInvestment Opportunities Today

Economic Distress – Creating Investment Opportunities Today8

Holders of the debt that is “underwater” are looking for resolution– either through refinancing, selling the debt or selling the property.

In today’s environment, refinancing is an unlikely option.

Approximately $1.7 Trillion of Commercial Real Estate Related Debt is Maturing Between 2013-2016.

Over 400 Billion Underwater

* Underwater defined as greater than 100% LTV (“Loan to Value Ratio”). Source: Trepp, LLC., Q4, 2012

$400 BN

$300 BN

$200 BN

$100 BN

$0 BN

2013 2014 2015 2016

Within Terms Underwater*

Mat

urin

g B

alan

ce (B

illio

ns)

9Economic Distress – Creating Investment Opportunities Today

There is Approximately $30 Billion ofDistressed Multifamily Real Estate on the Market

Out

stan

ding

Dis

tres

s

$45 BN

$40 BN

$35 BN

$30 BN

$25 BN

$20 BN

$15 BN

$10 BN

$5 BN

$0 BN

Office Multifamily Retail Land Hotel Industrial Other

Distressed real estate includes assets in foreclosures, bankruptcy, in the process of restructuring or modification, delinquent or defaulted, funding stopped, maturing or past due loan, abandoned, stalled or fraudulent.

Source: Real Capital Analytics - Review & Lender Composition, October 2012

The loose lending standards of the 2000s fueled billions of dollars in real estate loans that are currently approaching or in default. In the beginning of 2012, there was more than $30 billion of distressed multifamily

real estate on the market. And as a result of the credit crisis, banks have significantly reduced the amount of credit available to borrowers. This makes it difficult to secure new loans or refinance existing

loans. Often, selling the debt at a significant discount to investors like the Opportunity REIT,is the only option for many of the current holders.

The Opportunity REIT – Investing For GrowthThrough Distressed Multifamily Real Estate

10

What is Distressed Real Estate?

There are generally three types of “Distressed” real estate conditions: Market Distress, Seller Distress and Property Distress. Let’s look at these in more detail.

1. Market DistressThis refers to the general market conditions and how they impact real estate.

If the overall economy is weak and the real estate market is depressed, this is considered Market Distress.

2. Seller DistressThis refers to the scenario when a real estate owner’s financial status is compromised

and the owner is under significant pressure to sell a property into a low-priced environment.Often, the loan on the property is approaching default or is in default and the owner is forced

to sell the property at a significant discount.

3. Property DistressThis refers to when a property is mismanaged and falls into disrepair as a result of

poor operating economics. Property distress is most often a result of the combination of seller distress and market distress. Multifamily housing is typically the

most vulnerable sector to property distress.

The Opportunity REIT – Investing For Growth Through Distressed Multifamily Real Estate

Scan to View Video Presentation

Market Distress

Seller Distress

Pro

per

ty D

istr

ess

Properties Acquired by the Opportunity REIT

11The Opportunity REIT – Investing For Growth Through Distressed Multifamily Real Estate

» Typically MultifamilyProperties Acquired Through Distressed Loans

» Substantial Discount to Replacement Value

» Target Deal Size of $5-$15 Million

» Over Leveraged Properties» Weak Economy

» Forced Sale into a Low Priced Environment» Troubled Loans

The Opportunity REIT1 Campus Club Apartments;2 Cannery Lofts; 3 Vista Apartment Homes; 4 Park Forest Apartments

1

3

2

4

» Typically Resulting from Market &Seller Distress

» ApartmentsTypically MostVulnerable

» Poor PropertyManagement& Economics

Seller Distress and Property Distress create most of the investment opportunities for the Opportunity REIT. The Opportunity REIT typically acquires a property by initially buying the distressed loan from a bank or financial institution. These institutions are often eager to unload these loans because...

» They are ill-equipped to manage the real estate if they are required to foreclose on the property

» Defaulted loans are destructive to their business – negatively impacting their balance sheet, stock valuation and capital ratios.

Assets Currently Owned by the Opportunity REIT

The Opportunity REIT’s Investment Process

12

Asset Currently Owned by the Opportunity REITArcadia at Westheimer

The Opportunity REIT’s Investment Process

Step 1: Buy it Step 2: Fix it

» Goal: Fix the properties once they are acquired.

The Opportunity REIToften takes possessionthrough property foreclosure.

» Goal: Buy distressed real estate related investments at

significant discounts. Typically this is done by initially acquiring the debt underlying the properties.

Step 3: Stabilize it

» Goal: Attempt to stabilize the

properties by reachingoccupancy rates

of 90% and makingthe property

profitable again.

Step 4: Sell it

» Goal: Sell the property to income2

seeking investors looking for stabilized,

cash flowing apartment communities.

The Opportunity REIT Has a Clearly Definedand Repeatable Four-step Investment Process.

The Opportunity REIT is designed to generate investor returns through capital appreciation by buying, fixing, stabilizing and selling multifamily properties.1

1 There is no assurance that the Opportunity REIT will be able to achieve these objectives.2 Any potential cash distributions are intended to be paid from property cash flow; however, our charter permits us to pay distributions from any source including offering proceeds, borrowings, sales of assets, or waivers or deferrals

of fees otherwise owed to our advisor.

Asset Currently Owned by the Opportunity REITSkyview at Palm Center

What Makes the Opportunity REIT Unique14

» The Opportunity REIT is a growth REIT. It invests in distressed multifamily housing, with the objective of generating investor returns through capital appreciation.

» The Opportunity REIT can serve as a complement to other investments.Often investors use the Opportunity REIT as a complement to their income REITs

OR as an alternative to traditional equities.

» The Opportunity REIT is actively managed. The REIT’s objective is to buy propertiesat deep discounts, fix and attempt to stabilize them to create value, and then sell

the properties after holding them for a period of two to six years.1

» The Opportunity REIT has a hurdle rate2 of 10%. The REIT needs to return the investors’ original investment, plus an additional 10% for each year they are invested in the offering, before

Resource Real Estate shares in any potential profits generated by the Opportunity REIT.

In Summary – Why You Should Consider the Opportunity REIT

What Makes theOpportunity REIT Unique

1 Economic conditions and market conditions, and changes in REIT regulations, may cause us to adjust our expected holding period in order tomaximize potential returns.

2 The sponsor’s possible participation in profits is in addition to the fees and expenses paid to the sponsor as outlined in the prospectus. Returns are not guaranteed.

Asset Currently Owned by the Opportunity REITDeerfield Luxury Townhomes

Asset Currently Owned by the Opportunity REITCampus Club

15What Makes the Opportunity REIT Unique

Size of Offering: $750 millionPrice per Share: $10.00

Minimum Investment: $2,500 per investorHurdle Rate: 10%1

Historical Stock Distributions: 6% annualized paid quarterly2

Q4 2012 Distributions: 1.5% comprised of half cash and half stock3

Q1 2013 Distributions: 1.5% comprised of half cash paid monthly and half stock paid quarterly4

Current Cash Distributions: $0.025 per share paid monthly5

Investor Suitability: Net worth of at least $250,000 or gross annual income of at least $70,000 and a net worth of at least $70,0006

Advisor Investment: Minimum of 1% investment up to $2.5 millionDisposition Strategy: Anticipated liquidity event 3-6 years after the end of the offering7

The Opportunity REIT Offering Highlights

1 Investors need to achieve a 10% cumulative, non-compounded annual rate of return based on the price paid for each share before Resource Real Estate participatesin sharing of profit. Resource Real Estate’s possible participation in profits is in addition to the fees and expenses paid to the sponsor as outlined in the prospectus.Returns are not guaranteed.

2 This stock distribution is based on a 1.5% quarterly distribution paid to shareholders of record beginning 2/28/11 and ending 9/30/12. Stock distributions mayhave a dilutive effect on future shareholders and are not guaranteed.

3 The Q4 2012 cash and stock distributions were based on a 1.5% quarterly distribution paid to shareholders of record as of 12/31/12. Cash and stock distributionsare not guaranteed, are at the discretion of the Opportunity REIT board and are subject to change based on a number of variables.

4 The Q1 2013 monthly cash and quarterly stock distributions were based on a 1.5% distribution paid to shareholders of record as of 1/31/13, 2/28/13 and 3/29/13,respectively. Cash and stock distributions are not guaranteed.

5 Current cash distributions equal $0.025 per share of common stock for shareholders of record as of 4/30/13, 5/31/13 and 6/28/13, respectively. Cash distributionsare not guaranteed.

6 Suitability standards vary from the standards above in Alabama (AL), Iowa (IA), Kansas (KS), Kentucky (KY), Massachusetts (MA), Michigan (MI), Nebraska (NE),Ohio (OH), Oregon (OR), Pennsylvania (PA) and Tennessee (TN) and may vary in other states - please see prospectus for additional information.

7 Liquidity event is not guaranteed.

Asset Currently Owned by the Opportunity REITThe Redford Apartments

Asset Currently Owned by the Opportunity REITFlagstone Gardens

How a Growth REIT Like the Opportunity REITCan Diversify Your Portfolio

As you review the real estate investments in your portfolio, be sure to consider adding the Opportunity REIT as a complement to your income REITs. This strategy can potentially

increase the risk-adjusted total return of the real estate portion of your portfolio.

This is a hypothetical illustration and does not suggest a specific portfolio allocation.

16

The Opportunity REIT – A Complement to Your Income REITs

As an investor you may already be investing in REITs as a means of gaining exposure to real estate, providing portfolio diversification, and potentially generating a stream of income.

A growth REIT, such as the Opportunity REIT, can play an important role in your portfolio –especially as you look to diversify across a number of different alternative investment options.

A growth REIT, which most often distributes little or no income, can serve as a complement toan income REIT or as a substitute to a more traditional growth-oriented investment like a stock.

How a Growth REIT Like the Opportunity REIT Can Diversify Your Portfolio

Your Next Steps

Work with your financial advisor to determinethe role of a growth REIT in your investment portfolio

and learn more about the Opportunity REIT.

For more information, call (866) 773-4120or visit us online at www.ResourceREIT.com

and www.resourcerei.com.

17How a Growth REIT Like the Opportunity REIT Can Diversify Your Portfolio

IO-REIT1-L2 040813

RESOURCE REAL ESTATE, INC. One Commerce Square2005 Market Street, 15th FloorPhiladelphia, PA 19103

The shares we are offering through the prospectus are suitable only as a long-term investment for persons of adequate financial means and who have no need for liquidity in this investment. Because there is no public market for our shares, you will have difficulty selling your shares.

In consideration of these factors, we have established suitability standards for investors in this offering and subsequent purchasers of our shares. These suitability standards require that a

purchaser of shares have either:

» a net worth of at least $250,000; or

» gross annual income of at least $70,000 and a net worth of at least $70,000.

Suitability standards vary from the standards above in Alabama (AL), Iowa (IA), Kansas (KS), Kentucky (KY), Massachusetts (MA), Michigan (MI), Nebraska (NE), Ohio (OH), Oregon (OR), Pennsylvania (PA)

and Tennessee (TN) and may vary in other states – please see prospectus for additional information.

Suitability Standards

For information, call (866) 773-4120or email Sales@ResourceREIT.com

www.ResourceREIT.com