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8-K - FORM 8-K - MEDICAL PROPERTIES TRUST INCd605082d8k.htm
EX-1.1 - EX-1.1 - MEDICAL PROPERTIES TRUST INCd605082dex11.htm

Exhibit 5.1

September 26, 2013

Medical Properties Trust, Inc.

MPT Operating Partnership, L.P.

MPT Finance Corporation

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. 333-190543) (as amended or supplemented, the “Registration Statement”) filed on August 9, 2013 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i) debt securities (the “Debt Securities”) of MPT Operating Partnership, L.P., a Delaware limited partnership, and MPT Finance Corporation, a Delaware corporation (the “Issuers”) and (ii) the guarantees of the Debt Securities (the “Guarantees”) by Medical Properties Trust, Inc., a Maryland corporation (the “Parent Guarantor”) and certain subsidiaries of the Parent Guarantor named in Schedule 1 (the “Subsidiary Guarantors,” and together with the Parent Guarantor, the “Guarantors”). The Debt Securities and the Guarantees are collectively referred to herein as the Securities. The Registration Statement became effective upon filing with the Commission on August 9, 2013. Reference is made to our opinion letter dated August 9, 2013 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 September 27, 2013 by the Issuers and the Guarantors with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Issuers of €200,000,000 aggregate principal amount of Debt Securities in the form of 5.750% Senior Notes due 2020 (the “Notes”) and the guarantees thereof by the Guarantors (the “Note Guarantees”). We understand that the Notes and the Note Guarantees 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 Parent Guarantor.

We refer to the Indenture, to be dated on or about October 10, 2013, that is to be entered into by the Issuers, certain subsidiaries of the Parent Guarantor and Wilmington Trust, National Association, as trustee (the “Trustee”), and to be amended by the First Supplemental Indenture (the “First Supplemental Indenture”), to be dated on or about October 10, 2013, that is to be entered into by the Issuers, the Guarantors and the Trustee, establishing the terms of the Notes and the Note Guarantees thereunder, in a form consistent with that authorized by the Issuers, as the “Indenture.”


Medical Properties Trust, Inc.

MPT Operating Partnership, L.P.

MPT Finance Corporation

September 26, 2013

Page 2

 

The opinions set forth below are limited to the Maryland General Corporation Law (which includes reported judicial decisions interpreting the Maryland General Corporation Law), the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law), the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the law of New York.

Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

 

  1. Upon the due execution and delivery of the Indenture by each of the Issuers, the Guarantors and the Trustee and the execution, authentication and issuance of the Notes against payment therefor in accordance with the terms of the Indenture, the Notes will be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms; and

 

  2. Upon the due execution and delivery of the Indenture by each of the Issuers, the Guarantors and the Trustee and the execution and issuance of the Note Guarantees in accordance with the terms of the Indenture, the Note Guarantees will be valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to Medical Properties Trust, Inc.’s Current Report on Form 8-K filed September 30, 2013, which will be incorporated by reference into the Registration Statement and to the references to our firm therein under the caption “Legal Matters” in the Registration Statement and the 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


SCHEDULE 1

 

Subsidiary Guarantor

   State of
Incorporation or
Organization

Medical Properties Trust, LLC

   Delaware

MPT of Victorville, LLC

   Delaware

MPT of Bucks County, LLC

   Delaware

MPT of Bucks County, L.P.

   Delaware

MPT of Bloomington, LLC

   Delaware

MPT of Covington, LLC

   Delaware

MPT of Denham Springs, LLC

   Delaware

MPT of Redding, LLC

   Delaware

MPT of Chino, LLC

   Delaware

MPT of Dallas LTACH, LLC

   Delaware

MPT of Dallas LTACH, L.P.

   Delaware

MPT of Portland, LLC

   Delaware

MPT of Warm Springs, LLC

   Delaware

MPT of Warm Springs, L.P.

   Delaware

MPT of Victoria, LLC

   Delaware

MPT of Victoria, L.P.

   Delaware

MPT of Luling, LLC

   Delaware

MPT of Luling, L.P.

   Delaware

MPT of West Anaheim, LLC

   Delaware

MPT of West Anaheim, L.P.

   Delaware

MPT of La Palma, LLC

   Delaware

MPT of La Palma, L.P.

   Delaware

MPT of Paradise Valley, LLC

   Delaware

MPT of Paradise Valley, L.P.

   Delaware

MPT of Southern California, LLC

   Delaware

MPT of Southern California, L.P.

   Delaware

MPT of Twelve Oaks, LLC

   Delaware

MPT of Twelve Oaks, L.P.

   Delaware

MPT of Shasta, LLC

   Delaware

MPT of Shasta, L.P.

   Delaware

MPT of Bossier City, LLC

   Delaware

MPT of West Valley City, LLC

   Delaware

MPT of Idaho Falls, LLC

   Delaware

MPT of Poplar Bluff, LLC

   Delaware

MPT of Bennettsville, LLC

   Delaware

MPT of Detroit, LLC

   Delaware

MPT of Bristol, LLC

   Delaware

MPT of Newington, LLC

   Delaware

MPT of Enfield, LLC

   Delaware

MPT of Petersburg, LLC

   Delaware

MPT of Wichita, LLC

   Delaware


MPT of North Cypress, LLC

   Delaware

MPT of North Cypress, L.P.

   Delaware

MPT of Garden Grove Hospital, LLC

   Delaware

MPT of Garden Grove Hospital, L.P.

   Delaware

MPT of Garden Grove MOB, LLC

   Delaware

MPT of Garden Grove MOB, L.P.

   Delaware

MPT of San Dimas Hospital, LLC

   Delaware

MPT of San Dimas Hospital, L.P.

   Delaware

MPT of San Dimas MOB, LLC

   Delaware

MPT of San Dimas MOB, L.P.

   Delaware

MPT Cheraw, LLC

   Delaware

MPT of Ft. Lauderdale, LLC.

   Delaware

MPT of Providence, LLC

   Delaware

MPT of Springfield, LLC

   Delaware

MPT of Warwick, LLC

   Delaware

Wichita Health Associates, L.P.

   Delaware

MPT of Richardson, LLC

   Delaware

MPT of Richardson, L.P.

   Delaware

MPT of Round Rock, LLC

   Delaware

MPT of Round Rock, L.P.

   Delaware

MPT of Shenandoah, LLC

   Delaware

MPT of Shenandoah, L.P.

   Delaware

MPT of Hillsboro, LLC

   Delaware

MPT of Hillsboro, L.P.

   Delaware

MPT of Florence, LLC

   Delaware

MPT of Clear Lake, LLC

   Delaware

MPT of Clear Lake, L.P.

   Delaware

MPT of Tomball, LLC

   Delaware

MPT of Tomball, L.P.

   Delaware

MPT of Gilbert, LLC

   Delaware

MPT of Corinth, LLC

   Delaware

MPT of Corinth, L.P.

   Delaware

MPT of Bayonne, LLC

   Delaware

MPT of Alvarado, LLC

   Delaware

MPT of Alvarado, L.P.

   Delaware

MPT of Desoto, LLC

   Delaware

MPT of Desoto, L.P.

   Delaware

MPT of Hoboken Real Estate, LLC

   Delaware

MPT of Hoboken Hospital, LLC

   Delaware

MPT Finance Corporation

   Delaware

MPT of Mountain View, LLC

   Delaware

MPT of Hausman, LLC

   Delaware

MPT of Overlook Parkway, LLC

   Delaware

MPT of New Braunfels, LLC

   Delaware

MPT of Westover Hills, LLC

   Delaware


MPT of Billings, LLC

   Delaware

MPT of Boise, LLC

   Delaware

MPT of Brownsville, LLC

   Delaware

MPT of Casper, LLC

   Delaware

MPT of Comal County, LLC

   Delaware

MPT of Greenwood, LLC

   Delaware

MPT of Johnstown, LLC

   Delaware

MPT of Laredo, LLC

   Delaware

MPT of Las Cruces, LLC

   Delaware

MPT of Mesquite, LLC

   Delaware

MPT of Post Falls, LLC

   Delaware

MPT of Prescott Valley, LLC

   Delaware

MPT of Provo, LLC

   Delaware

MPT of North Cypress, LLC

   Delaware

MPT of North Cypress, L.P.

   Delaware

MPT of Lafayette, LLC

   Delaware

MPT of Inglewood, LLC

   Delaware

MPT of Inglewood, L.P.

   Delaware

MPT of Reno, LLC

   Delaware

MPT of Roxborough, LLC

   Delaware

MPT of Roxborough, L.P,

   Delaware

MPT of Altoona, LLC

   Delaware

MPT of Hammond, LLC

   Delaware

MPT of Spartanburg, LLC

   Delaware

MPT of Wyandotte County, LLC

   Delaware

MPT of Leavenworth, LLC

   Delaware

MPT of Corpus Christi, LLC

   Delaware