Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HEALTHCARE REALTY TRUST INC | g27220e8vk.htm |
| EX-1.2 - EX-1.2 - HEALTHCARE REALTY TRUST INC | g27220exv1w2.htm |
| EX-1.3 - EX-1.3 - HEALTHCARE REALTY TRUST INC | g27220exv1w3.htm |
| EX-8.1 - EX-8.1 - HEALTHCARE REALTY TRUST INC | g27220exv8w1.htm |
| EX-1.1 - EX-1.1 - HEALTHCARE REALTY TRUST INC | g27220exv1w1.htm |
Exhibit 5.1
May 13, 2011
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, TN 37203
3310 West End Avenue, Suite 700
Nashville, TN 37203
| Re: | Healthcare Realty Trust Incorporated |
Ladies and Gentlemen:
In our capacity as special securities counsel to Healthcare Realty Trust Incorporated, a
Maryland corporation (the “Company”), we have examined the Registration Statement on Form S-3
(Registration No. 333-172368) filed by the Company under the Securities Act of 1933, as amended,
the related Prospectus dated February 18, 2011 (the “Prospectus”), as supplemented by the
Prospectus Supplement dated May 13, 2011 (the “Prospectus Supplement”) as filed by the Company on
May 13, 2011, relating to the offering of up to 6,000,000 shares of the common stock, par value
$.01 per share, of the Company (the “Common Stock”). In this regard, we have examined and relied
upon such records, documents and other instruments as in our judgment are necessary or appropriate
in order to express the opinions hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the 6,000,000 shares of Common Stock
referred to in the Prospectus Supplement, to the extent actually issued and sold in the manner and
on the terms described in the Controlled Equity Offering Sales Agreement, dated May 13, 2011,
between the Company and Cantor Fitzgerald & Co., the At-The-Market Equity Offering Sales Agreement,
dated May 13, 2011, between the Company and Liquidnet, Inc., the Sales Agreement, dated May 13,
2011, between the Company and BMO Capital Markets Corp., the Prospectus and the Prospectus
Supplement, will be duly and validly issued, fully paid and nonassessable shares of the Common
Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Company’s current report
on Form 8-K and further consent to the reference to us under the caption “Legal Matters” in the
Prospectus and the Prospectus Supplement. This consent is not to be construed as an admission that
we are a party whose consent is required to be filed with the Prospectus or the Prospectus
Supplement under the provisions of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very
truly yours,
/s/ Waller Lansden Dortch & Davis, LLP
/s/ Waller Lansden Dortch & Davis, LLP