EXHIBIT 5
LATHAM & WATKINS
Attorneys at Law
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone (213) 485-1234
Fax (213) 891-8763
April 24, 1997
LTC Properties, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
Re: LTC Properties, Inc.
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Ladies and Gentlemen:
At your request, we have examined the registration statement on Form
S-3 (the "Registration Statement") being filed by you with the Securities and
Exchange Commission in connection with the registration, under the Securities
Act of 1933, as amended, of up to $150,000,000 aggregate offering price of
securities (the "Securities"), consisting of one or more series of debt
securities (the "Debt Securities"), one or more series of shares of preferred
stock, par value $.01 per share (the "Preferred Stock"), and shares of common
stock, par value $.01 per share (the "Common Stock"). We also have examined the
form of indenture by the between LTC Properties, Inc. (the "Company") and Harris
Trust and Savings Bank, as trustee, relating to the Debt Securities (the
"Indenture").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Securities and
for the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. The Debt Securities have been duly authorized by the Company, and
when the Debt Securities have been duly established by the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of
the Company against payment therefor in accordance with the terms and
provisions of the Indenture and as contemplated by the Registration
Statement, the Debt Securities will constitute legally valid and binding
obligations of the Company.
2. The Preferred Stock has been duly authorized by the Company, and
when the Preferred Stock has been duly established in accordance with the
terms of the Company's Amended and Restated Articles of Incorporation and
applicable law, and, upon issuance, delivery and payment therefor in the
manner contemplated by the Registration Statement, the Preferred Stock will
be validly issued, fully paid and nonassessable.
3. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities or Preferred Stock, has
been duly authorized, and upon issuance, delivery and payment therefore in
the manner contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
The opinion rendered in clause 1 above is subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, the discretion of the court before which any
proceeding therefor may be brought; and (iii) we express no opinion with respect
to whether acceleration of Debt Securities may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid, binding and enforceable obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee is in
compliance, generally with respect to acting as a trustee under the Indenture,
with all applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.
Very truly yours,
/s/ LATHAM & WATKINS