Attached files
file | filename |
---|---|
8-K - FORM 8-K - WELLTOWER INC. | l42157e8vk.htm |
EX-8 - EX-8 - WELLTOWER INC. | l42157exv8.htm |
EX-1.1 - EX-1.1 - WELLTOWER INC. | l42157exv1w1.htm |
EX-4.2 - EX-4.2 - WELLTOWER INC. | l42157exv4w2.htm |
Exhibit 5
1000 Jackson Street | 419.241.9000 | |||
Toledo, Ohio 43604-5573 | 419.241.6894 fax | |||
www.slk-law.com |
March 14, 2011
Health Care REIT, Inc.
4500 Dorr Street
Toledo, Ohio 43615
4500 Dorr Street
Toledo, Ohio 43615
Re: | HEALTH CARE REIT, INC. 3.625% Notes due 2016 5.250% Notes due 2022 6.500% Notes due 2041 |
Ladies and Gentlemen:
We have acted as counsel to Health Care REIT, Inc., a Delaware corporation (the Company), in
connection with the offering, issuance and sale of (i) $400,000,000 principal amount of the
Companys 3.625% Notes due 2016 (the 2016 Notes), (ii) $600,000,000 principal amount of the
Companys 5.250% Notes due 2022 (the 2022 Notes) and (iii) $400,000,000 principal amount of the
Companys 6.500% Notes due 2041 (the 2041 Notes and, collectively with the 2016 Notes and 2022
Notes, the Notes) pursuant to the prospectus supplement dated March 9, 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 (the Commission) under the Securities Act of 1933, as
amended (the Act).
In connection with the following opinions, 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 Indenture, dated as of March
15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Indenture), (iv) the Supplemental Indenture No. 5, dated as of March 14, 2011, between the
Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Supplemental
Indenture), (v) the Registration Statement and the Prospectus included therein, (vi) the
Prospectus Supplement, (vii) the resolutions regarding the offering of the Notes 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 9, 2011, (viii) the Underwriting Agreement between the Company
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, UBS Securities
LLC, Barclays Capital Inc.,
Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the
underwriters, dated March 9, 2011, for the offering and sale of the Notes (the Underwriting
March 14, 2011
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Agreement), (ix) the forms of global notes evidencing the Notes (the Global Notes), and (x) such
other documents, records, certificates, statements, and instruments as we have deemed necessary and
appropriate to render the opinions herein set forth.
In reaching the opinions set forth below, we have assumed the following:
(a) | each party to the Underwriting Agreement, the Indenture and the Supplemental Indenture (other than the Company) is, and has been at all times relevant to these opinions, 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 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 is legally competent to do so; and | ||
(d) | any documents submitted to us as originals are authentic; the form and content of any documents submitted to us as unexecuted drafts 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 complete. |
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, the
Indenture and the Supplemental Indenture 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, as of the date hereof, the Notes will be,
when issued and sold in the manner set forth in the Prospectus Supplement and the accompanying
Prospectus, valid and legally issued and binding obligations of the Company.
The opinions set forth herein are subject to the following additional qualifications,
assumptions and exceptions: (i) the enforceability of the Notes may be limited by the effect of
bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium and other
similar laws relating to or affecting the rights and remedies of creditors, and (ii) the
enforceability of the Notes may be limited by the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief).
The opinions set forth herein are limited to the matters and the transaction expressly
addressed herein and no opinion is to be implied or may be inferred beyond the opinions expressly
stated herein.
March 14, 2011
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We express no opinion as to the enforceability of any provisions contained in the Indenture,
the Supplemental Indenture or the Global Notes that constitute waivers that are prohibited by law
prior to default.
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 to the Companys
Form 8-K to be filed with the Commission on March 14, 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