EXHIBIT 5
[Health Care Property Investors, Inc. Letterhead]
July 10, 2006
Health Care Property Investors, Inc.
3760 Kilroy Airport Way, Suite 300
Long Beach, California 90806
Re: Registration of Securities of Health Care Property Investors, Inc.
Ladies and Gentlemen:
In connection with the registration of up to 8,454,811 shares of Common Stock of Health Care Property Investors, Inc., a Maryland corporation (the “Company”), par value $1.00 per share (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan (the “Plan”), you have requested my opinion set forth below.
In my capacity as counsel, I have examined originals or copies of those corporate and other records of the Company I considered appropriate.
On the basis of such examination and my consideration of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s Common Stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.
I consent to your filing this opinion as an exhibit to the Registration Statement.
Respectfully submitted, | ||
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| /s/ Edward J. Henning |
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