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 |
