Attached files
file | filename |
---|---|
8-K - FORM 8-K - WELLTOWER INC. | l42095e8vk.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-5.1 - EX-5.1 - WELLTOWER INC. | l42095exv5w1.htm |
EX-3.1 - EX-3.1 - WELLTOWER INC. | l42095exv3w1.htm |
EX-8.2 - EX-8.2 - WELLTOWER INC. | l42095exv8w2.htm |
Exhibit 5.2
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. 14,375,000 Shares of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock |
Dear Mr. Chapman:
We have acted as counsel to Health Care REIT, Inc. (the Company) in connection
with the offering of up to 14,375,000 shares of the Companys 6.50% Series I Cumulative Convertible
Perpetual Preferred 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). The dividend payment dates, conversion
provisions, rank and other terms of the Shares are set forth in the Certificate of Designation
relating to the Shares (the Certificate) filed with the Secretary of State of Delaware (the
Secretary) effective March 7, 2011. The shares of common stock, $1.00 par value per share, of
the Company into which the shares may be converted are referred to as the Conversion Shares.
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, including, without
limitation, the Certificate, (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
George L. Chapman
March 7, 2011
Page 2
March 7, 2011
Page 2
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), (vii) the form of global certificate evidencing
the Shares (the Global Security), and (viii) 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:
(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 (1) 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 and (2) the Conversion Shares will be, when issued
George L. Chapman
March 7, 2011
Page 3
March 7, 2011
Page 3
upon conversion of the Shares in accordance with the terms of the Certificate and the Global
Security (or other share certificate evidencing the Shares), 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.
The undersigned hereby consents to the filing of this opinion as Exhibit 5.2 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