Exhibit 31.2

CERTIFICATION

I, John Roche,
Chief Financial Officer of the Company, certify that:

1. I have
reviewed this quarterly report on Form 10-Q of Retail Opportunity
Investments Corp.;

2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;

3. Based on my
knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;

4. The
registrants other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:

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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed
 such disclosure controls and procedures, or caused such disclosure controls
 and procedures to be designed under our supervision, to ensure that material
 information relating to the registrant, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this quarterly report is being
 prepared;
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) designed
 such internal control over financial reporting, or caused such internal
 control over financial reporting to be designed under our supervision, to
 provide reasonable assurance regarding the reliability of financial reporting
 and the preparation of financial statements for external purposes in
 accordance with generally accepted accounting principles;                  
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)
 evaluated the effectiveness of the registrants disclosure controls and
 procedures and presented in this report our conclusions about the
 effectiveness of the disclosure controls and procedures, as of the end of the
 period covered by this report based on such evaluation; and                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d)
 disclosed in this report any change in the registrants internal control over
 financial reporting that occurred during the registrants most recent fiscal
 quarter that has materially affected, or is reasonably likely to materially
 affect, the registrants internal control over financial reporting; and                                                                            

5. The
registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of
directors (or persons performing the equivalent functions):

| |                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all
 significant deficiencies and material weaknesses in the design or operation
 of internal control over financial reporting which are reasonably likely to
 adversely affect the registrants ability to record, process, summarize and
 report financial information; and
| |                                                                                                                                                                                                                                                                                  
| | (b) any
 fraud, whether or not material, that involves management or other employees
 who have a significant role in the registrants internal control over
 financial reporting.                                                                                                

|                       |     |                        
|---------------------- | --- | -----------------------
|Date: November 6, 2009 | By: | /s/ JOHN ROCHE         
|                       |     |                        
|                       |     | John Roche             
|                       |     | Chief Financial Officer



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