Exhibit 5.2
[Goodwin Procter LLP letterhead]
June 22, 2020
Gaming and Leisure Properties, Inc.
GLP Capital, L.P.
GLP Financing II, Inc.
845 Berkshire Blvd
Wyomissing PA, 19610
Re: Securities Registered under Registration Statement on FormS-3
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on FormS-3 (FileNo. 333-233213) (as amended or supplemented, the “Registration Statement”) filed on August 12, 2019 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 the offer of, among other securities, (i) debt securities (the “Debt Securities”) of GLP Capital, L.P. (the “Operating Partnership”), a Pennsylvania limited partnership, and GLP Financing II, Inc., a Delaware corporation (together with the Operating Partnership, “the “Issuers”) and (ii) the guarantee of the Debt Securities (the “Guarantee”) by Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the “Guarantor”). The Registration Statement became effective upon filing with the Commission on August 12, 2019.
Reference is made to our opinion letter dated August 12, 2019 and included as Exhibit 5.2 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on June 17, 2020 by the by the Issuers and the Guarantor with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Issuers of $500.0 million aggregate principal amount of Debt Securities in the form of 4.000% senior notes due 2031 (the “Notes”) and the Guarantee of the Notes by the Guarantor (the “Note Guarantee”).
The Notes and the Note Guarantee are being sold to the several underwriters named in, and pursuant to, an underwriting agreement dated June 17, 2020, by and among the Issuers, the Guarantor and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Fifth Third Securities, Inc. and BofA Securities, Inc., as representatives of the several underwriters (the “Underwriting Agreement”).
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 Issuers and the Guarantor.
We refer to the Tenth Supplemental Indenture, which is anticipated to be dated on or about June 25, 2020 and entered into by the Issuers, the Guarantor and Wells Fargo Bank, National Association, as trustee (the “Trustee”), establishing the terms of the Notes and the Note Guarantee, in a form consistent with that authorized by the Issuers and the Guarantor (the “TenthSupplemental Indenture”). The Tenth Supplemental Indenture will amend and supplement the Indenture, dated as of October 30, 2013, by and among the Issuers, the Guarantor and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of March 28, 2016, by and among the Issuers, the Guarantor and the Trustee (together with the Base Indenture, the “Indenture”). We refer to the Indenture, as amended and supplemented by the Tenth Supplemental Indenture as the “NotesIndenture”.
We refer to the Notes Indenture, the Notes and the Note Guarantee as the “Subject Documents.”
In our examination of the Subject Documents and other documents relevant to the opinions set forth below, we have assumed, without independent verification, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity and completeness of all Subject Documents submitted to us as originals, (iv) the conformity to originals of any Subject Documents submitted to us as copies or by facsimile or other means of
electronic transmission and (v) the truth, accuracy and completeness of information, representations and warranties contained in the Subject Documents. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and action by governmental agencies covered by this opinion letter, unless a reported decision of a court in the relevant jurisdiction has held otherwise.
The opinions set forth below are limited to the Delaware General Corporation Law and the law of New York.
We have assumed that each of the Guarantor and the Operating Partnership, which are not formed in Delaware, is validly existing and good standing and has duly authorized, executed and delivered its Note Guarantee and the Notes under the law of the jurisdiction under whose law it was formed. These matters are addressed in the opinion letter of Ballard Spahr LLP, which has been separately provided to you.
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 Tenth Supplemental Indenture by each of the parties thereto and the execution, authentication and issuance of the Notes against payment therefor pursuant to the Underwriting Agreement and in accordance with the terms of the Notes Indenture, the Notes will be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms. |
| (2) | Upon the due execution and delivery of the Tenth Supplemental Indenture by each of the parties thereto, the execution, authentication and issuance of the Notes against payment therefor pursuant to the Underwriting Agreement and in accordance with the terms of the Notes Indenture and the execution and issuance of the Note Guarantee in accordance with the terms of the Notes Indenture, the Note Guarantee will be a valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms. |
The opinions set forth above are subject to the following additional qualifications:
| (i) | Our opinions set forth above as to enforceability are subject to and limited by the effect of any applicable 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. |
| (ii) | Without limiting the qualification in clause (i) above, we express no opinion with respect to: (a) the Guarantor being primarily liable rather than liable as a surety; (b) the waiver of modifications of any guaranteed obligation to the extent such modifications constitute a novation; or (c) the election of remedies that may impair the subrogation or reimbursement rights of any Guarantor against the principal obligor or otherwise prejudice the Guarantor without its consent. |
| (iii) | We express no opinion with respect to any provision of any of the Subject Documents relating to:(a) non-reliance, exculpation, disclaimer, limitation of liability, indemnification, contribution, waiver, limitation or exclusion of remedies; (b) liquidated damages, forfeitures, default interest, late charges, make-whole premiums, payment of attorneys’ fees, collection upon acceleration of amounts that might be determined to constitute unearned interest thereon, or other economic remedies, in each case to the extent it constitutes a penalty or is prohibited by law; (c) concepts of materiality, reasonableness, good faith, fair dealing or unconscionability; (d) governing law (except for the enforceability of any provision choosing New York law as a Subject Document’s governing law pursuant to the statutes referred to in paragraph (iv) below); (e) the waiver of the right to trial by jury or of usury, stay, extension and similar laws; (f) rights or remedies not being exclusive, not preventing the concurrent assertion of any other right or remedy, being cumulative and exercisable in addition to any other right and remedy, or any delay or omission to exercise any right or remedy not impairing any right or remedy or not constituting a waiver thereof; (g) any obligation or agreement to use best efforts, reasonable best efforts or commercially reasonable efforts; (h) any requirement that a party take further action or enter into further agreements or instruments or provide further assurances; (i) any requirement that amendments or waivers be in writing insofar as they suggest that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply; (j) service of process by any method not provided for under applicable statute or court rule; and (k) the severability of any provisions to the foregoing effect to the extent such provisions are unenforceable. |
| (iv) | To the extent that any opinion set forth herein relates to the enforceability of choice of New York law, choice of New York forum or exclusive jurisdiction provisions in any of the Subject Documents, such opinion is rendered solely in reliance upon N.Y. Gen. Oblig. Law §§5-1401,5-1402 (McKinney 2010) and N.Y. CPLR 327(b) (McKinney 2010) and is subject to the qualification that such enforceability may be limited by public policy or other considerations of any jurisdiction, other than the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought and by constitutional limitations. With respect to waiving any objection to venue our opinion is qualified in its entirety by N.Y. CPLR 510 (McKinney 2010). We call your attention that courts of the State of New York, or federal courts of the United States of America located in New York, could decline to hear a case on grounds of forum non conveniens or similar doctrines limiting the availability of such courts as a forum for the resolution of disputes, irrespective of any agreement between the parties concerning jurisdiction. We express no opinion as to (a) any waiver of objections based on inconvenient forum or (b) venue or the subject matter jurisdiction of the federal courts of the United States. |
We hereby consent to the inclusion of this opinion as Exhibit 5.2 to the Guarantor’s Current Report onForm-8-K, dated June 22, 2020, which is incorporated by reference into 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 Procter LLP |
| GOODWIN PROCTER LLP |