Exhibit 5.1
August 9, 2013
Medical Properties Trust, Inc.
MPT Operating Partnership, L.P.
MPT Finance Corporation
1000 Urban Center Drive, Suite 501
Birmingham, AL 35242
| | Re: | Securities Being 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 (as amended or supplemented, the “Registration Statement”) 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 theParent Guarantor, the “Guarantors”). The Debt Securities and the Guarantees are collectively referred to herein as the Securities. The Registration Statement provides that the Securities may be offered in amounts, at prices and on terms to be set forth in the final prospectus contained in the Registration Statement.
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.
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. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “blue sky” laws or (ii) state or federal antitrust laws.
For purposes of the opinions set forth below, we refer to the following as the “Future Authorization and Issuance” of Securities:
| | • | | (a) the authorization by the Issuers of the amount, terms and issuance of such Debt Securities and (b) the issuance of such Debt Securities in accordance with the authorization therefor upon the |
Medical Properties Trust, Inc.
MPT Operating Partnership, L.P.
MPT Finance Corporation
August 9, 2013
Page 2
| | • | | receipt by the Issuers of the consideration to be paid therefor in accordance with the authorization; |
| | • | | (a) the authorization by the Guarantors of the terms and issuance of the Guarantees and (b) the issuance of such Guarantees in accordance with the authorization therefor; and |
| | • | | (a) the authorization, execution and delivery of the indenture or a supplemental indenture relating to such Securities by the Issuers and the Guarantors and the trustee thereunder and/or (b) the establishment of the terms of such Debt Securities by the Issuers and the establishment of the terms of such Guarantees by the Guarantors in conformity with the applicable indenture or supplemental indenture and applicable law, and (c) the execution, authentication and issuance of such Securities in accordance with the applicable indenture or supplemental indenture and applicable law. |
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that upon the Future Authorization and Issuance of Securities:
| | 1. | Such Debt Securities will be valid and binding obligations of the Issuers; and |
| | 2. | Such Guarantees will be valid and binding obligations of the respective Guarantors. |
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.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. 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 ProcterLLP
GOODWIN PROCTERLLP
Schedule 1*
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 Warm Springs, 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
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.
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.
| * | All entities listed on this schedule are organized in Delaware |
