Attached files
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EX-8.1 - EXHIBIT 8.1 - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_ex8-1.htm |
EX-5.3 - EXHIBIT 5.3 - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_ex5-3.htm |
EX-5.2 - EXHIBIT 5.2 - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_ex5-2.htm |
EX-4.2 - EXHIBIT 4.2 - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_ex4-2.htm |
EX-1.1 - EXHIBIT 1.1 - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_ex1-1.htm |
8-K - FORM 8-K - DIVERSIFIED HEALTHCARE TRUST | tm215345d1_8k.htm |
Exhibit 5.1
February 3, 2021
Diversified Healthcare Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
Re: Diversified Healthcare Trust
4.375% Senior Notes due 2031
Ladies and Gentlemen:
We have acted as counsel to Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) in connection with (i) the Company’s authorization for the issuance and sale of an aggregate of $500.0 million in principal amount of the Company’s 4.375% Senior Notes due 2031 (the “Notes”), which will be guaranteed by the Guarantors (the “Guarantees”), to be issued pursuant to an Indenture, dated as of February 18, 2016 (the “Base Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), to be supplemented by the Fourth Supplemental Indenture, to be dated on or about February 8, 2021 (the “Supplemental Indenture”), among the Company, the Guarantors and the Trustee (the Base Indenture, as so supplemented by the Supplemental Indenture, the “Indenture”). We understand that the Notes are to be offered and sold under the Company’s Registration Statement on Form S-3, No. 333-225831, as amended by Post-Effective Amendment No. 1 thereto (the “Registration Statement”).
In connection with this opinion, we have examined and relied upon copies of (i) the Certificate of Formation or Certificate of Limited Partnership, as applicable, and the limited liability company agreement or limited partnership agreement, as applicable, of each of the Guarantors listed on Schedule II hereto (the “Delaware Guarantors”), (ii) the Declaration of Trust of Lexington Office Realty Trust and SNH Medical Office Realty Trust, each a Massachusetts Nominee Trust (the “Massachusetts Guarantors”), (iii) the Registration Statement, (iv) the final Prospectus dated May 28, 2020 (the “Base Prospectus”) relating to the Registration Statement, (v) the final Prospectus Supplement to the Base Prospectus dated February 3, 2021, relating to the Notes and the Guarantees (the “Prospectus Supplement” and the Base Prospectus, as supplemented thereby, the “Prospectus”), (vi) the Indenture, (vii) resolutions adopted by the Board of Trustees of the Company on February 2, 2021, and resolutions adopted by an Ad Hoc Pricing Committee of the Board of Trustees of the Company on February 3, 2021, each relating to the Notes and the Guarantees, and (viii) resolutions adopted by the board of directors or comparable governing body of the Delaware Guarantors and the Massachusetts Guarantors. We have also examined and relied upon originals or copies of such records, agreements and instruments of the Company and the Guarantors, certificates of public officials and of officers of the Company and the Guarantors and such other documents and records, and such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the authentic original documents of all documents submitted to us as copies. As to any facts material to the opinions expressed herein, we have relied without independent verification upon certificates of public officials, upon statements of officers or other representatives of the Company and statements of fact contained in documents we have examined.
Diversified Healthcare Trust
February 3, 2021
Page 2
We have assumed for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, the Indenture, that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations, and that the Indenture is and will be the valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms.
We express no opinion herein as to any laws other than the laws of the State of New York, the Limited Liability Company Act of the State of Delaware (the “Delaware LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the federal laws of the United States. In connection with our opinions herein relating to the Delaware LLC Act and the Delaware LP Act, we call to your attention that such opinions are based solely upon our examination of the Delaware LLC Act and the Delaware LP Act as currently in effect (without regard to judicial interpretations thereof or rules or regulations promulgated thereunder). We are not admitted to practice law in the State of Delaware, and we expressly disclaim any opinions regarding Delaware contract law or general Delaware law that may be incorporated expressly or by operation of law into the Delaware LLC Act or the Delaware LP Act or into any limited liability company operating agreement, limited partnership agreement or other document entered into pursuant thereto. Insofar as this opinion involves matters of Maryland and/or Indiana law we have, with the Company’s permission, relied solely upon the opinions of even date herewith of Venable LLP and Taft Stettinius & Hollister LLP, copies of which we understand the Company is filing as Exhibits 5.2 and 5.3, respectively, to its Current Report on Form 8-K, to be dated on or about February 3, 2021 (the “Current Report”), and with respect to matters involving Maryland and Indiana law our opinion is subject to the exceptions, limitations and qualifications set forth in such opinions.
Our opinion set forth below with respect to the good standing of the Delaware Guarantors in the State of Delaware is based solely upon certificates, dated various dates and delivered to you by the Company, to such effect issued by the Secretary of State of the State of Delaware.
Our opinion set forth below with respect to the validity or binding effect of the Notes or any obligations may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.
Diversified Healthcare Trust
February 3, 2021
Page 3
Based on and subject to the foregoing, we are of the opinion that, as of the date hereof, (1) each of the Delaware Guarantors is a limited liability company or limited partnership duly formed and validly existing under the laws of the State of Delaware and in good standing with the Secretary of State of the State of Delaware, (2) the Massachusetts Guarantors exist as trusts under the laws of the Commonwealth of Massachusetts and (3) the Guarantees by the Delaware Guarantors and the Massachusetts Guarantors have been duly authorized by the Delaware Guarantors and the Massachusetts Guarantors, respectively, and, when the Notes have been (A) duly executed and delivered by the Company and authenticated by the Trustee as provided in the Indenture, and (B) duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Notes and the Guarantees will constitute valid and binding obligations of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as the case may be, in accordance with their respective terms.
The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. This opinion is rendered to you in connection with the offering of the Notes and the Guarantees under the Prospectus. We hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Current Report, which is incorporated by reference into the Registration Statement and the Prospectus, and to references to our firm under the caption “Legal Matters” in the Base Prospectus and in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
Schedule I
Guarantors
CCC Alpha Investments Trust
CCC Delaware Trust
CCC Financing I Trust
CCC Financing Limited, L.P.
CCC Investments I, L.L.C.
CCC Leisure Park Corporation
CCC Pueblo Norte Trust
CCC Retirement Communities II, L.P.
CCC Retirement Partners Trust
CCC Retirement Trust
CCDE Senior Living LLC
CCOP Senior Living LLC
Crestline Ventures LLC
CSL Group, Inc.
DHC Holdings LLC
Ellicott City Land I, LLC
HRES1 Properties Trust
HRES2 Properties Trust
Leisure Park Venture Limited Partnership
Lexington Office Realty Trust
MSD Pool 1 LLC
MSD Pool 2 LLC
O.F.C. Corporation
SNH 30 Newcrossing Inc.
SNH AL AIMO II, Inc.
SNH AL AIMO Tenant II, Inc.
SNH AL AIMO Tenant, Inc.
SNH AL AIMO, Inc.
SNH AL Crimson Tenant Inc.
SNH AL Cumming LLC
SNH AL Cumming Tenant LLC
SNH AL Georgia Holdings LLC
SNH AL Georgia LLC
SNH AL Georgia Tenant LLC
SNH AL Properties LLC
SNH AL Properties Trust
SNH AL TRS, Inc.
SNH AL Wilmington Tenant Inc.
SNH ALT Leased Properties Trust
SNH AZ Tenant LLC
SNH Bakersfield LLC
SNH BAMA Tenant LLC
SNH Baton Rouge (North) LLC
SNH Baton Rouge (Realtors) LLC
SNH BRFL Properties LLC
SNH BRFL Tenant LLC
SNH Bridgewater LLC
SNH CAL Tenant LLC
SNH CALI Tenant LLC
SNH CCMD Properties Borrower LLC
SNH CCMD Properties LLC
SNH CCMD Tenant LLC
SNH CHS Properties Trust
SNH CO Tenant LLC
SNH Concord LLC
SNH DEL Tenant LLC
SNH Denham Springs LLC
SNH Derby Tenant LLC
SNH FLA Tenant LLC
SNH FM Financing LLC
SNH FM Financing Trust
SNH Georgia Tenant LLC
SNH GP Valencia LLC
SNH Granite Gate Lands Tenant LLC
SNH Granite Gate Lands Trust
SNH Grove Park Tenant LLC
SNH Grove Park Trust
SNH IL Joplin Inc.
SNH IL Properties Trust
SNH INDY Tenant LLC
SNH Jackson LLC
SNH Kent Properties LLC
SNH Lincoln Tenant LLC
SNH Longhorn Tenant LLC
SNH LTF Properties LLC
SNH MASS Tenant LLC
SNH MD Tenant LLC
SNH Medical Office Realty Trust
SNH MezzCo San Antonio LLC
SNH MO Tenant LLC
SNH Modesto LLC
SNH NC Tenant LLC
SNH Neb Tenant LLC
SNH NJ Tenant GP LLC
SNH NJ Tenant LLC
SNH NJ Tenant LP
SNH NM Tenant LLC
SNH Northwoods LLC
SNH Northwoods Tenant LLC
SNH NS Properties Trust
SNH Ohio Tenant LLC
SNH OMISS Tenant LLC
SNH Parkview Properties Trust
SNH PENN Tenant LLC
SNH Plaquemine LLC
SNH PLFL Properties LLC
SNH PLFL Tenant LLC
SNH Prairieville LLC
SNH Proj Lincoln TRS LLC
SNH Redmond Properties LLC
SNH REIT Victoria LLC
SNH RMI Fox Ridge Manor Properties LLC
SNH RMI Jefferson Manor Properties LLC
SNH RMI McKay Manor Properties LLC
SNH RMI Northwood Manor Properties LLC
SNH RMI Oak Woods Manor Properties LLC
SNH RMI Park Square Manor Properties LLC
SNH RMI Properties Holding Company LLC
SNH RMI Smith Farms Manor Properties LLC
SNH RMI Sycamore Manor Properties LLC
SNH SC Tenant LLC
SNH SE Ashley River LLC
SNH SE Ashley River Tenant LLC
SNH SE Barrington Boynton LLC
SNH SE Barrington Boynton Tenant LLC
SNH SE Burlington LLC
SNH SE Burlington Tenant LLC
SNH SE Daniel Island LLC
SNH SE Daniel Island Tenant LLC
SNH SE Habersham Savannah LLC
SNH SE Habersham Savannah Tenant LLC
SNH SE Holly Hill LLC
SNH SE Holly Hill Tenant LLC
SNH SE Kings Mtn LLC
SNH SE Kings Mtn Tenant LLC
SNH SE Mooresville LLC
SNH SE Mooresville Tenant LLC
SNH SE N. Myrtle Beach LLC
SNH SE N. Myrtle Beach Tenant LLC
SNH SE Properties LLC
SNH SE Properties Trust
SNH SE SG LLC
SNH SE SG Tenant LLC
SNH SE Tenant 2 TRS, Inc.
SNH SE Tenant TRS, Inc.
SNH Somerford Properties Trust
SNH Teaneck Properties LLC
SNH Teaneck Tenant LLC
SNH Tellico Tenant LLC
SNH Tellico Trust
SNH Tempe LLC
SNH TENN Tenant LLC
SNH Toto Tenant LLC
SNH TRS Inc.
SNH TRS Licensee Holdco LLC
SNH VA Tenant LLC
SNH Viking Tenant LLC
SNH Ward Ave. Properties I Inc.
SNH Well Properties GA-MD LLC
SNH Well Properties Trust
SNH Wilmington LLC
SNH WIS Tenant LLC
SNH WY Tenant LLC
SNH Yonkers Properties Trust
SNH Yonkers Tenant Inc.
SNH/CSL Properties Trust
SNH/LTA Properties GA LLC
SNH/LTA Properties Trust
SNH/LTA SE Home Place New Bern LLC
SNH/LTA SE McCarthy New Bern LLC
SNH/LTA SE Wilson LLC
SPTGEN Properties Trust
SPTIHS Properties Trust
SPTMISC Properties Trust
SPTMNR Properties Trust
SPTMRT Properties Trust
SPTSUN II Properties Trust
Schedule II
Delaware Guarantors
CCC Leisure Park Corporation
CCC Investments I, L.L.C.
CCDE Senior Living LLC
CCOP Senior Living LLC
Crestline Ventures LLC
Ellicott City Land I, LLC
SNH Baton Rouge (North) LLC
SNH Baton Rouge (Realtors) LLC
SNH BRFL Properties LLC
SNH BRFL Tenant LLC
SNH Bridgewater LLC
SNH CALI Tenant LLC
SNH CCMD Properties Borrower LLC
SNH CCMD Properties LLC
SNH CCMD Tenant LLC
SNH Concord LLC
SNH Denham Springs LLC
SNH FM Financing LLC
SNH GP Valencia LLC
SNH Jackson LLC
SNH MezzCo San Antonio LLC
SNH Plaquemine LLC
SNH PLFL Properties LLC
SNH PLFL Tenant LLC
SNH Prairieville LLC
SNH REIT Victoria LLC
SNH SE Ashley River LLC
SNH SE Ashley River Tenant LLC
SNH SE Barrington Boynton LLC
SNH SE Barrington Boynton Tenant LLC
SNH SE Burlington LLC
SNH SE Burlington Tenant LLC
SNH SE Daniel Island LLC
SNH SE Daniel Island Tenant LLC
SNH SE Habersham Savannah LLC
SNH SE Habersham Savannah Tenant LLC
SNH SE Holly Hill LLC
SNH SE Holly Hill Tenant LLC
SNH SE Kings Mtn LLC
SNH SE Kings Mtn Tenant LLC
SNH SE Mooresville LLC
SNH SE Mooresville Tenant LLC
SNH SE N. Myrtle Beach LLC
SNH SE N. Myrtle Beach Tenant LLC
SNH SE Properties LLC
SNH SE SG LLC
SNH SE SG Tenant LLC
SNH Teaneck Properties LLC
SNH Teaneck Tenant LLC
SNH Tempe LLC
SNH Well Properties GA-MD LLC
SNH/LTA SE Home Place New Bern LLC
SNH/LTA SE McCarthy New Bern LLC
SNH/LTA SE Wilson LLC
CCC Financing Limited, L.P.
CCC Retirement Communities II, L.P.
Leisure Park Venture Limited Partnership
SNH NJ Tenant LP