Healthcare Trust of America, Inc.
February 26, 2021 - Page 2
conformity, to the extent relevant to our opinions, of final documents to all documents submitted to us as drafts, (v) the authority and capacity of the individual or individuals who executed any such documents on behalf of any person, (vi) due execution and delivery of all such documents by all the parties thereto, (vii) the compliance of each party with all material provisions of such documents, and (viii) the accuracy and completeness of all records made available to us.
We have also assumed for the purposes of this opinion that (i) the Company is validly organized, duly incorporated, and existing under the laws of the State of Maryland and in good standing in Maryland, (ii) the Operating Partnership is a duly organized and validly existing limited partnership under the laws of the State of Delaware, (iii) each other subsidiary of the Company is duly organized and a validly existing limited liability company or corporation under the laws of its state of organization, (iv) the transactions described in or contemplated by any of the aforementioned documents have been or will be consummated in accordance with the operative documents, (v) the operative documents are enforceable in accordance with their terms, (vi) neither the Company nor any entity in which the Company owns a direct or indirect interest will make any amendments to its organizational documents after the date hereof that could adversely affect the Company’s ability to satisfy the requirements for qualification as a REIT, (vii) the Company has been and will continue to be organized and operated in the manner described in the Officer’s Certificate, the Prospectus and the other relevant documents referred to above and (viii) the representations in the Officer’s Certificate are and will remain true, correct and complete and that all representations made “to the best of the knowledge and belief” of any person(s) or party(ies) or with similar qualification or that are qualified as to materiality are and will be true, correct and complete as if made without such qualification. Any material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions.
Based on the foregoing, we are of the opinion that:
1. The Company has qualified for treatment as a real estate investment trust (“REIT”) under the Code for its taxable years ended December 31, 2007 through December 31, 2020 and the Company’s organization and current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2021 and each taxable year thereafter.
2. The Operating Partnership has been since its formation, and continues to be, treated for United States federal income tax purposes as a partnership and not as a corporation or an association taxable as a corporation or as a publicly traded partnership.
3. The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” considered as a whole and insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects.
However, such section of the Prospectus is not exhaustive and does not purport to discuss any state or local tax considerations or all possible federal income tax considerations of the purchase, ownership and disposition of the Class A Common Stock or other securities. In addition, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of its gross income, the composition of its assets, the level of its distributions to stockholders and the diversity of its stock ownership. McDermott Will & Emery LLP will not review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the operations of the Company, the Operating Partnership and their subsidiaries, the sources of their income, the nature of their assets, the level of the Company’s distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.
Other than as expressly stated above, we express no opinion on any issue relating to the Company, the Operating Partnership, one or more of the other subsidiaries of the Company or to any investment therein. Furthermore, we assume no obligation to advise you of any changes in the foregoing subsequent to the date of this letter, and we are not undertaking to update this letter after the date hereof.
