Attached files
file | filename |
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EX-8.1 - EX-8.1 - MEDICAL PROPERTIES TRUST INC | d296953dex81.htm |
8-K - FORM 8-K - MEDICAL PROPERTIES TRUST INC | d296953d8k.htm |
Exhibit 5.1
Goodwin Procter LLP The New York Times Building 620 Eighth Avenue
New
goodwinlaw.com +1 212 813 8800 |
November 18, 2016
Medical Properties Trust, Inc.
1000 Urban Center Drive, Suite 501
Birmingham, AL 35242
Re: | Securities Registered under Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-208813) (as amended or supplemented, the Registration Statement) filed on December 31, 2015 with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration by Medical Properties Trust, Inc., a Maryland corporation (the Company), of securities of the types specified therein. The Registration Statement became effective upon filing on December 31, 2015. Reference is made to our opinion letter dated December 31, 2015 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the Prospectus Supplement) filed on November 18, 2016 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the registration of up to 10,344,828 shares of the Companys common stock, par value $0.001 per share (the Shares), to be sold from time to time by the selling stockholders listed in the Prospectus Supplement under the caption Selling Stockholders. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Maryland General Corporation Law (which includes reported judicial decisions interpreting the Maryland General Corporation Law).
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.
Medical Properties Trust, Inc.
November 18, 2016
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Companys Current Report on Form 8-K filed with the Commission on November 18, 2016, which is incorporated by reference into the Registration Statement and Prospectus Supplement, and to the references to our firm under the caption Legal Matters in the Registration Statement and Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP