EXHIBITS 5.1 AND 23.1
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Davis Polk & Wardwell llp 450 Lexington Avenue davispolk.com |
OPINION OF DAVIS POLK & WARDWELL LLP
November 14, 2024
Ventas, Inc.
353 N. Clark Street, Suite 3300
Chicago, Illinois 60654
Ladies and Gentlemen:
Ventas, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-277185)(the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 12,190,000 shares of its common stock, par value $0.25 per share to be sold by the Company (the “Securities”) pursuant to the Underwriting Agreement dated November 13, 2024 (the “Underwriting Agreement”), by and among the Company, the underwriter named therein (the “Underwriter”), the forward seller named therein (the “Forward Seller”) and the forward purchaser named therein (the “Forward Purchaser”), the forward confirmation dated November 13, 2024 (the “Forward Sale Agreement") between the Company and the Forward Purchaser and any additional forward confirmation entered into between the Company and the Forward Purchaser in connection with the option to purchase additional shares provided by the Underwriting Agreement (the “Additional Forward Sale Agreement” and, together with the Forward Sale Agreement, the “Forward Sale Agreements”). The Securities include 1,590,000 shares that the Underwriter has the option to purchase pursuant to the Underwriting Agreement.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement and the Forward Sale Agreements, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a current report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
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