Attached files
file | filename |
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8-K - FORM 8-K - NATIONWIDE HEALTH PROPERTIES INC | a56617e8vk.htm |
EX-1.1 - EX-1.1 - NATIONWIDE HEALTH PROPERTIES INC | a56617exv1w1.htm |
EX-5.1 - EX-5.1 - NATIONWIDE HEALTH PROPERTIES INC | a56617exv5w1.htm |
EX-1.2 - EX-1.2 - NATIONWIDE HEALTH PROPERTIES INC | a56617exv1w2.htm |
Exhibit 8.1
July 2, 2010
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, CA 92660
610 Newport Center Drive, Suite 1150
Newport Beach, CA 92660
Re: Certain United States Federal Income Tax Matters
Ladies and Gentlemen:
You have requested our opinion concerning certain United States Federal income tax
considerations in connection with the offering (the Offering) of up to 5,000,000 shares of
common stock by Nationwide Health Properties, Inc., a Maryland corporation (NHP), pursuant to a
registration statement on Form S-3, dated January 15, 2010, (together with the prospectus filed
therewith, the Registration Statement) and a prospectus supplement filed with the Securities and
Exchange Commission (the Commission) on July 2, 2010 (the Prospectus Supplement, and
collectively with the Registration Statement, the Offering Documents). We have acted as tax
counsel to NHP in connection with, and have participated in the preparation of, the Prospectus
Supplement.
In connection with this opinion, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Offering Documents and such other documentation and
information provided to us by you as we have deemed necessary or appropriate as a basis for the
opinion set forth herein. In addition, you have provided us with, and we are relying upon, a
certificate containing certain factual representations and covenants of officers of NHP (the
Officers Certificate) relating to, among other things, the actual and proposed operations of
NHP and the entities in which it holds, or has held, a direct or indirect interest (collectively,
the Company). These representations and covenants relate, in some cases, to transactions and
investments for which we did not act as the Companys counsel. For purposes of our opinion, we
have not independently verified the statements, representations and covenants set forth in the
Officers Certificate or in any other document. We have, consequently, assumed and relied on the
Companys representation that the statements, representations and covenants presented in the
Officers Certificate and other documents, or otherwise furnished to us, accurately and completely
describe all material facts relevant to our opinion. We have assumed that such statements,
representations and covenants are true without regard to
Nationwide Health Properties, Inc.
July 2, 2010
Page 2
July 2, 2010
Page 2
any qualification as to knowledge, belief, or intent. Our opinion is conditioned on the
continuing accuracy and completeness of such statements, representations and covenants. Any
material change or inaccuracy in the facts referred to, set forth, or assumed herein or in the
Officers Certificate may affect our conclusions set forth herein. In addition, we have, with
the Companys permission, also relied upon the opinions of OMelveny & Myers LLP, dated May 15,
2007 and December 24, 2007, regarding the qualification of NHP as a real estate investment trust
(a REIT) under the Internal Revenue Code of 1986, as amended (the Code).
In our review of certain documents in connection with our opinion as expressed below, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed, photostatic, or electronic copies, and
the authenticity of the originals of such copies. Where documents have been provided to us in
draft form, we have assumed that the final executed versions of such documents will not differ
materially from such drafts.
Our opinion is also based on the correctness of the following assumptions: (i) NHP and each
of the entities comprising the Company has been and will continue to be operated in accordance
with the laws of the jurisdiction in which it was formed and in the manner described in the
relevant organizational documents, (ii) there will be no changes in the applicable laws of the
State of Maryland or of any other jurisdiction under the laws of which any of the entities
comprising the Company have been formed, and (iii) each of the written agreements to which the
Company is a party has been and will be implemented, construed and enforced in accordance with its
terms.
In rendering our opinion, we have considered and relied upon the Code, the regulations
promulgated thereunder (Regulations), administrative rulings and other Treasury interpretations
of the Code and the Regulations by the courts and the Internal Revenue Service (IRS), all as
they exist at the date hereof. It should be noted that the Code, Regulations, judicial decisions,
and administrative interpretations are subject to change at any time and, in some circumstances,
with retroactive effect. A material change that is made after the date hereof in any of the
foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an
opinion of counsel with respect to an issue represents counsels best judgment as to the outcome
on the merits with respect to such issue, is not binding on the IRS or the courts, and is not a
guarantee that the IRS will not assert a contrary position with respect to such issue or that a
court will not sustain such a position if asserted by the IRS.
We express no opinion as to the laws of any jurisdiction other than the federal laws of the
United States. We express no opinion on any issue relating to NHP or any investment therein,
other than as expressly stated herein.
Nationwide Health Properties, Inc.
July 2, 2010
Page 3
July 2, 2010
Page 3
Based on and subject to the foregoing, we are of the opinion that, commencing with NHPs
taxable year that ended on December 31, 1999, NHP was organized in conformity with the
requirements for qualification as a REIT under the Code, and its actual method of operation has
enabled, and its proposed method of operation will enable, NHP to meet the requirements for
qualification and taxation as a REIT under the Code. NHPs qualification and taxation as a REIT
depend upon its ability to meet, through actual operating results, certain requirements relating
to the sources of its income, the nature of its assets, distribution levels and diversity of stock
ownership, and various other qualification tests imposed under the Code, the results of which are
not reviewed by us. Accordingly, no assurance can be given that the actual results of NHPs
operation for any one taxable year will satisfy the requirements for taxation as a REIT under the
Code.
This opinion has been prepared for you in connection with the Offering. We consent to the
filing of this opinion as an exhibit to a Form 8-K, filed with the Commission on July 2, 2010 and
to the reference to Skadden, Arps, Slate, Meagher & Flom LLP under the caption Legal Matters in
the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Commission. This opinion is expressed as of the date
hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal
developments or factual matters arising subsequent to the date hereof, or the impact of any
information, document, certificate, record, statement, representation, covenant, or assumption
relied upon herein that becomes incorrect or untrue.
Very truly yours, |
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP | ||||