511 Union Street, Suite 2700
P.O. Box 198966
September 25, 2012
Healthcare Realty Trust Incorporated
3310 West End Avenue
Nashville, TN 37203
||Healthcare Realty Trust Incorporated Offering |
Ladies and Gentlemen:
We have acted as special tax counsel to Healthcare Realty
Trust Incorporated, a Maryland corporation (the Company), in connection with the offering and sale of 9,200,000 shares of common stock, par value $0.01 per share, of the Company, which includes an option by the underwriters to purchase
1,200,000 additional shares of such common stock (the Offering). The Offering is described more fully in the prospectus supplement dated September 25, 2012 (the Prospectus Supplement) and the accompanying prospectus
dated February 18, 2011 (together with the Prospectus Supplement, the Prospectus) that form part of the Companys effective registration statement on Form S-3 (Reg. No. 333-172368) (the Registration Statement).
The opinions set forth in this letter are based on relevant current provisions of the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and the administrative
rulings and practices of the Internal Revenue Service (the IRS), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all
as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, and which might result in material modifications of our opinions. Our opinions do not foreclose the possibility of a
contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an
issue represents counsels best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion 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 asserted by the IRS.
In rendering the opinions expressed herein, we have examined and relied on the following documents:
1. Schedules prepared and delivered by officials of the Company setting forth:
(a) Real estate investment trust (REIT) taxable and gross income for the taxable year ended December 31, 2011, together
with a schedule of actual dividends distributed in accordance with Code Section 858 and in compliance with the distribution requirements of Code Section 857(a); and
September 25, 2012
(b) Compliance with the applicable REIT ratios or tests for the taxable year ended
December 31, 2011 (and the asset tests for the quarters ended March 31, 2012 and June 30, 2012), including:
||95% gross income test for the year; and |
||75% gross income test for the year. |
||75% asset test at the end of each quarter; |
||25% asset test at the end of each quarter; |
||10% asset test at the end of each quarter; and |
||5% asset test at the end of each quarter. |
2. Schedules prepared and delivered by officials of the Company setting forth for all taxable years of the Company from and including the first year with respect to which the Company elected REIT status
through the taxable year ended December 31, 2010, the information described in paragraph 1 above and including, for taxable years ended on or prior to December 31, 1997, the 30% gross income test.
3. The Companys representations contained in the certificate, dated September 25, 2012 (the Certificate), stating,
among other things, that the Company is, and has been, in full compliance with the requirements to be qualified as a REIT under the Code.
4. The factual statements contained in the Registration Statement (including the Prospectus).
In addition, we have examined such additional records, documents, certificates and other instruments and made such investigations of fact and law as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below. Any material variation or difference in the facts from those set forth in the documents that we have reviewed and upon which we have relied (including, in particular, the Certificate) may adversely affect
the conclusions stated herein.
In our examination of the foregoing documents, we have assumed, with your consent, that
(i) all of the representations and statements set forth in the documents (including, without limitation, the Certificate) we reviewed are true and correct, and all of the obligations imposed by any such documents on the parties thereto have
been and will be performed or satisfied in accordance with their terms; (ii) the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals
September 25, 2012
submitted to us as copies, and the authenticity of the originals from which any copies were made; (iii) the Company at all times will operate in accordance with its past and proposed method
of operation as described in its filings with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended and as described in the Certificate; (iv) the
Company is a validly organized and duly incorporated corporation under the laws of the State of Maryland; and (v) any Excess Shares (defined in the Companys Second Articles of Amendment and Restatement to be shares of a value
exceeding 9.9% in value of the outstanding shares of the Company) held or deemed held by any person (pursuant to applicable rules of attribution) are deemed to have no value or voting rights.
Based upon, subject to, and limited by the assumptions and qualifications set forth herein, we are of the opinion that commencing with
the Companys taxable year ended December 31, 1993 and through the Companys taxable year ended December 31, 2011, the Company has been organized and operated in conformity with the requirements for qualification and taxation as
a REIT under the Code, and its current organization and method of operation as described in the Registration Statement (including the Prospectus) and the Certificate has enabled it, and its proposed method of operation will continue to enable it, to
meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2012 and subsequent taxable years.
We also hereby confirm the statements made under the captions Federal Income Tax Considerations and Supplemental Federal Income Tax Considerations in the Prospectus, and under
Item 1 of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011, incorporated by reference therein, under the caption Federal Income Tax Information, insofar as they purport to summarize
certain provisions of the statutes or regulations referred to therein, are accurate summaries in all material respects.
opinions set forth above represent our conclusions based upon the documents, facts, representations and assumptions referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such representations
or assumptions could affect the opinions referred to herein. Moreover, the Companys qualification and taxation as a REIT under the Code depends upon the ability of the Company to meet for each taxable year, through actual annual operating
results, requirements under the Code regarding gross income, assets, distributions and diversity of stock ownership. We have not undertaken, and will not undertake, to review the Companys compliance with these requirements on a continuing
basis. Accordingly, no assurance can be given that the actual results of the Companys operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for
any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional
responsibilities as special tax counsel and nothing has come to our attention which calls into question the accuracy of the facts referred to herein or the representations set forth in the Certificate, we have not undertaken an independent
investigation of all of the facts referred to in this opinion letter or the Certificate.
September 25, 2012
This opinion letter addresses only the specific federal income tax matters set forth
above and does not address any other federal, state, local or foreign tax issues. This opinion letter has been prepared for your use in connection with the Offering, and speaks as of the date hereof. This opinion letter may not be relied upon by any
person other than you or for any other purpose without our prior written consent. We assume no obligation by reason of this opinion letter to advise you of any changes in our opinions subsequent to the delivery of this opinion letter but agree to do
so from time to time upon specific request from you for an update or confirmation.
We hereby consent to the filing of this
opinion letter with the Commission as an exhibit to the Companys Current Report on Form 8-K, and to the reference to our firm under the heading Legal Matters in the Prospectus. 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
|Very truly yours,|
|/s/ Waller Lansden Dortch & Davis, LLP|