Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - WELLTOWER INC. | d406346d8k.htm |
| EX-8 - EX-8 - WELLTOWER INC. | d406346dex8.htm |
| EX-1.2 - EX-1.2 - WELLTOWER INC. | d406346dex12.htm |
| EX-1.1 - EX-1.1 - WELLTOWER INC. | d406346dex11.htm |
Exhibit 5
|
1000 Jackson Street | 419.241.9000 | ||
| Toledo, Ohio 43604-5573 | 419.241.6894 fax | |||
|
www.slk-law.com | ||||
July 31, 2017
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
| Re: | WELLTOWER INC. |
| $784,083,001 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Welltower Inc., a Delaware corporation (the “Company”), in connection with the offering of shares of its common stock, par value $1.00 per share, having an aggregate offering price of $784,083,001 (the “Shares”), pursuant to the prospectus supplement dated July 31, 2017 (the “Prospectus Supplement”) to the prospectus dated May 1, 2015 (the “Prospectus”), included in the Company’s registration statement on Form S-3 (File No. 333-203802) (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 this opinion, we have examined and have relied upon copies of: (i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Fifth Amended and Restated By-Laws of the Company (the “By-Laws”), (iii) the Registration Statement and the Prospectus included therein, (iv) the Prospectus Supplement, (v) the resolutions regarding the offering of the Shares adopted by the Board of Directors of the Company on July 26, 2017, (vi) the separate Amended and Restated Equity Distribution Agreements, dated July 31, 2017, between the Company and each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Equity Distribution Agreements”); (vii) the separate master forward sale confirmations, dated July 31, 2017, between the Company and each of Morgan Stanley & Co. LLC, Bank of America, N.A., Goldman Sachs & Co. LLC, UBS AG, London Branch and Wells Fargo Bank, National Association (collectively, the “Master Forward Sale Confirmations,” and together with the Equity Distribution Agreements, the “Agreements”) and (viii) such other documents, records, certificates, statements, and instruments as we have deemed necessary and appropriate to render the opinions herein set forth.
Welltower Inc.
July 31, 2017
Page 2
In reaching the opinions set forth below, we have assumed the following:
| (a) | each party to the Agreements (other than the Company) is, and has been at all times relevant to this opinion, 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 in connection with the offering and the sale of the Shares 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 in connection with the offering and the sale of the Shares is legally competent to do so; |
| (d) | any documents submitted to us as originals are authentic; the form and content of any documents submitted to us as unexecuted final versions 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 accurate; and |
| (e) | the Shares will not be issued or transferred in violation of the provisions of Article VI of the By-Laws (relating to restrictions on issuance and transfer of stock). |
As to questions of fact material to this opinion, we have relied without independent investigation on (i) written representations of each party made in the Agreements 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 the Shares will be, when issued and sold in the manner set forth in the Prospectus Supplement and the accompanying Prospectus, legally and validly issued and fully paid and non-assessable.
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.
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.
Welltower Inc.
July 31, 2017
Page 3
The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Company’s Form 8-K to be filed with the Commission on or about July 31, 2017. 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 |