Attached files
file | filename |
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8-K - 8-K - MEDICAL PROPERTIES TRUST INC | d711451d8k.htm |
EX-1.1 - EX-1.1 - MEDICAL PROPERTIES TRUST INC | d711451dex11.htm |
EX-5.2 - EX-5.2 - MEDICAL PROPERTIES TRUST INC | d711451dex52.htm |
EXHIBIT 5.1
[Goodwin Procter LLP Letterhead]
April 10, 2014
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 Amendment No. 1 to a Registration Statement on Form S-3 (File No. 333-190543) (as amended or supplemented, the Registration Statement) filed on April 10, 2014 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 1A and Schedule 1B (the Subsidiary Guarantors, and together with the Parent Guarantor, the Guarantors). Reference is made to our opinion letter dated April 10, 2014 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 April 11, 2014 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 $300,000,000 aggregate principal amount of Debt Securities in the form of 5.50% Senior Notes due 2024 (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. Reference is made to the opinion letter, dated the date hereof and addressed to you, from Arendt & Medernach, upon which we are relying as to any matters of Luxembourg law.
Reference is made to the Fifth Supplemental Indenture, which is anticipated to be entered into on or about April 17, 2014 by the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the Trustee), establishing the terms of the Notes and the Note Guarantees, in a form consistent with that authorized by the Issuers (the Fifth Supplemental Indenture). The Fifth Supplemental Indenture will amend and supplement the Indenture, dated as of October 10, 2013 by and among the Issuers, the Guarantors and the Trustee, as amended and supplemented through the date hereof.
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.
Medical Properties Trust, Inc.
MPT Operating Partnership, L.P.
MPT Finance Corporation
April 10, 2014
Page 2
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 Fifth Supplemental 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 Fifth Supplemental 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 April 16, 2014, 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
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Schedule 1A*
Medical Properties Trust, LLC
MPT of Victorville, LLC
MPT of Bucks County, LLC
MPT of Covington, LLC
MPT of Denham Springs, LLC
MPT of Redding, LLC
MPT of Chino, LLC
MPT of Dallas LTACH, LLC
MPT of Portland, LLC
MPT of Victoria, LLC
MPT of Luling, LLC
MPT of West Anaheim, LLC
MPT of La Palma, LLC
MPT of Paradise Valley, LLC
MPT of Southern California, LLC
MPT of Shasta, LLC
MPT of Bennettsville, LLC
MPT of Bossier City, LLC
MPT of Cheraw, LLC
MPT of Idaho Falls, LLC
MPT of Webster, LLC
MPT of Providence, LLC
MPT of Springfield, LLC
MPT of Warwick, LLC
MPT of Bristol, LLC
MPT of Enfield, LLC
MPT of Newington, LLC
MPT of Detroit, LLC
MPT of Petersburg, LLC
MPT of Garden Grove Hospital, LLC
MPT of Garden Grove MOB, LLC
MPT of San Dimas Hospital, LLC
MPT of San Dimas MOB, LLC
MPT of Mountain View, LLC
MPT of Twelve Oaks, LLC
MPT of Bloomington, LLC
MPT of Richardson, LLC
MPT of Round Rock, LLC
MPT of Shenandoah, LLC
MPT of Hillsboro, LLC
MPT of Florence, LLC
MPT of Clear Lake, LLC
MPT of Tomball, LLC
MPT of Gilbert, LLC
MPT of Corinth, LLC
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MPT of Bayonne, LLC
MPT of Alvarado, LLC
MPT of Ft. Lauderdale, LLC
MPT of Hoboken Hospital, LLC
MPT of Hoboken Real Estate, LLC
MPT of Hausman, LLC
MPT of Overlook Parkway, LLC
MPT of New Braunfels, LLC
MPT of Westover Hills, LLC
MPT of Wichita, LLC
MPT of Poplar Bluff, LLC
MPT of West Valley City, LLC
MPT of DeSoto, LLC
MPT of Boise, LLC
MPT of Comal County, LLC
MPT of Billings, LLC
MPT of Brownsville, LLC
MPT of Casper, LLC
MPT of Greenwood, LLC
MPT of Johnstown, LLC
MPT of Laredo, LLC
MPT of Las Cruses, LLC
MPT of Mesquite, LLC
MPT of Post Falls, LLC
MPT of Prescott Valley, LLC
MPT of Provo, LLC
MPT of North Cypress, LLC
MPT of Lafayette, LLC
MPT of Inglewood, LLC
MPT of Reno, LLC
MPT of Roxborough, LLC
MPT of Altoona, LLC
MPT of Hammond, LLC
MPT of Spartanburg, LLC
MPT of Wyandotte County, LLC
MPT of Leavenworth, LLC
MPT of Corpus Christi, LLC
MPT of Bucks County, L.P.
MPT of Dallas LTACH, L.P.
MPT of Warm Springs, L.P.
MPT of Victoria, L.P.
MPT of Luling, L.P.
MPT of West Anaheim, L.P.
MPT of La Palma, L.P.
MPT of Paradise Valley, L.P.
MPT of Southern California, L.P.
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MPT of Shasta, L.P.
MPT of Garden Grove Hospital, L.P.
MPT of Garden Grove MOB, L.P.
MPT of San Dimas Hospital, L.P.
MPT of San Dimas MOB, L.P.
MPT of Twelve Oaks, L.P.
MPT of Richardson, L.P.
MPT of Round Rock, L.P.
MPT of Shenandoah, L.P.
MPT of Hillsboro, L.P.
MPT of Clear Lake, L.P.
MPT of Tomball, L.P.
MPT of Corinth, L.P.
MPT of Alvarado, L.P.
Wichita Health Associates Limited Partnership
MPT of DeSoto, L.P.
MPT of North Cypress, L.P.
MPT of Inglewood, L.P.
MPT of Roxborough, L.P.
MPT of Brodie FCER, LLC
MPT of Little Elm FCER, LLC
MPT of Ogden, LLC
MPT of Nacogdoches FCER, LLC
MPT of Mesa, LLC
MPT of Port Arthur, LLC
MPT of West Monroe, LLC
MPT of Dallas, LLC
MPT of Montclair, LLC
MPT of Alvin FCER, LLC
MPT of Firestone FCER, LLC
MPT of Houston- Eldridge FCER, LLC
MPT of Cedar Hill FCER, LLC
MPT of Allen FCER, LLC
MPT of Frisco FCER, LLC
MPT of Broomfield FCER, LLC
MPT of Champion Forest FCER, LLC
MPT of Thornton FCER, LLC
MPT of North Gate FCER, LLC
MPT of Fountain FCER, LLC
MPT of Missouri City FCER, LLC
MPT of Pearland FCER, LLC
MPT of Los Angeles, L.P.
* | All entities listed on this schedule are organized in Delaware |
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Schedule 1B**
MPT RHM Holdco S.à r.l.
MPT RHM Sonnenwende S.à r.l.
MPT RHM Klaus S.à r.l.
MPT RHM Vesalius S.à r.l.
MPT RHM Park S.à r.l.
MPT RHM Fontana S.à r.l.
MPT RHM Christiaan S.à r.l.
MPT RHM Hillersbach S.à r.l.
* | All entities listed on this schedule are organized in Luxembourg |
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