Attached files
file | filename |
---|---|
8-K - FORM 8-K - WELLTOWER INC. | l42095e8vk.htm |
EX-5.2 - EX-5.2 - WELLTOWER INC. | l42095exv5w2.htm |
EX-1.2 - EX-1.2 - WELLTOWER INC. | l42095exv1w2.htm |
EX-8.1 - EX-8.1 - WELLTOWER INC. | l42095exv8w1.htm |
EX-1.1 - EX-1.1 - WELLTOWER INC. | l42095exv1w1.htm |
EX-3.1 - EX-3.1 - WELLTOWER INC. | l42095exv3w1.htm |
EX-8.2 - EX-8.2 - WELLTOWER INC. | l42095exv8w2.htm |
Exhibit 5.1
1000 Jackson Street | 419.241.9000 | |||||||
Toledo, Ohio 43604-5573 | 419.241.6894 fax | |||||||
www.slk-law.com |
March 7, 2011
George L. Chapman
Chairman of the Board,
Chief Executive Officer and President
Health Care REIT, Inc.
4500 Dorr Street
Toledo, OH 43615
Chairman of the Board,
Chief Executive Officer and President
Health Care REIT, Inc.
4500 Dorr Street
Toledo, OH 43615
Re: | HEALTH CARE REIT, INC. 28,750,000 Shares of Common Stock |
Dear Mr. Chapman:
We have acted as counsel to Health Care REIT, Inc. (the Company) in connection
with the offering of up to 28,750,000 shares of its common stock, par value $1.00 per share (the
Shares), pursuant to the prospectus supplement dated March 1, 2011 (the Prospectus Supplement)
to the prospectus dated May 7, 2009 (the Prospectus), included in the Companys registration
statement on Form S-3 (File No. 333-159040) (the Registration Statement), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act).
In connection with the following opinion, we have examined and have relied upon copies of:
(i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Second
Amended and Restated By-Laws of the Company (the By-Laws), (iii) the Registration Statement and
the Prospectus included therein, (iv) the Prospectus Supplement, (v) the resolutions regarding the
offering of the Shares adopted by the Board of Directors of the Company on February 25, 2011 and
the Pricing Committee of the Board of Directors of the Company on March 1, 2011, (vi) the
Underwriting Agreement between the Company and UBS Securities, LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Barclays Capital, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
LLC and Wells Fargo Securities LLC, as representatives of the underwriters, dated March 1, 2011,
for the offering and sale of the Shares (the Underwriting Agreement) and (vii) such other documents, records, certificates,
statements, and instruments as we have deemed necessary and appropriate to render the opinion
herein set forth.
In reaching the opinion set forth below, we have assumed the following:
George L. Chapman
March 7, 2011
Page 2
March 7, 2011
Page 2
(a) | each party to the Underwriting Agreement (other than the Company) is, and has been at all times relevant to this opinion, duly formed or organized, validly existing and in good standing under the laws of the jurisdiction in which each is formed or organized; | ||
(b) | each person executing any instrument, document or agreement in connection with the offering and the sale of the Shares on behalf of any party (other than the Company) is duly authorized to do so; | ||
(c) | each natural person executing any instrument, document or agreement in connection with the offering and the sale of the Shares is legally competent to do so; | ||
(d) | any documents submitted to us as originals are authentic; the form and content of any documents submitted to us as unexecuted final versions do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all documents are genuine; and all public records reviewed or relied upon by us or on our behalf are true and accurate; and | ||
(e) | the Shares will not be issued or transferred in violation of the provisions of Article VI of the By-Laws (relating to restrictions on issuance and transfer of stock). |
As to questions of fact material to our opinion, we have relied without independent
investigation on (i) written representations of each party made in the Underwriting Agreement and
the other documents and certificates delivered in connection therewith, (ii) certificates and
records of public officials, and (iii) certificates and written representations of officers and
directors of the Company.
Based upon the foregoing, it is our opinion that the Shares will be, when issued and sold in
the manner set forth in the Prospectus Supplement and the accompanying Prospectus, legally and
validly issued and fully paid and non-assessable.
The opinion set forth herein is limited to the matters and the transaction expressly addressed
herein and no opinion is to be implied or may be inferred beyond the opinion expressly stated
herein.
We assume no obligation to update or supplement this opinion to reflect a change in any
applicable laws after the date hereof or any fact or circumstance that may come to our attention
after the date hereof.
George L. Chapman
March 7, 2011
Page 3
March 7, 2011
Page 3
The undersigned hereby consents to the filing of this opinion as Exhibit 5.1 to the
Companys Form 8-K to be filed with the Commission on March 7, 2011. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | ||
/s/ Shumaker, Loop & Kendrick, LLP | ||
SHUMAKER, LOOP & KENDRICK, LLP |