EXHIBIT 5.3
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
September 4, 1998
Health Care Property Investors, Inc.
4675 MacArthur Court
Suite 900
Newport Beach, California 92660
Re: Health Care Property Investors, Inc., a Maryland corporation (the
"Company") - up to Five Million Seven Hundred Fifty Thousand
(5,750,000) shares (the "Shares") of the Series B Cumulative
Redeemable Preferred Stock of the Company, par value $1.00 per share
(the "Series B Preferred Stock") to be issued and sold pursuant to
Registration Statement on Form S-3 (Registration No. 333-57163)
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Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities Act of
1933, as amended (the "Act"), by the Company on Form S-3 filed with the
Securities and Exchange Commission on or about June 18, 1998 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares, and for purposes of this opinion
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have relied upon certificates and advice from the
officers of the Company upon which we believe we are justified in relying and on
various certificates from, and documents recorded with, the State Department of
Assessments and Taxation of Maryland (the "SDAT"), including the charter of the
Company (the "Charter"), consisting of Articles of Restatement filed with the
SDAT on April 27, 1992 and Articles Supplementary filed with the SDAT on
September 26, 1997 and September 3, 1998. We have also examined the Bylaws of
the Company, as amended through the date hereof (the "Bylaws") and Resolutions
of the Board of Directors of the Company and committees thereof adopted on or
before the date hereof and in full force and effect on the date hereof; and such
laws, records, documents, certificates, opinions and instruments as we deem
necessary to render this opinion.
Health Care Property Investors, Inc.
September 4, 1998
Page 2
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies. In
addition, we have assumed that each person executing any instrument, document or
certificate referred to herein on behalf of any party is duly authorized to do
so. We have also assumed that none of the Shares will be issued or transferred
in violation of the restrictions on ownership and transfer of stock contained in
the Charter of the Company and described in the Prospectus Supplement (which is
part of the Registration Statement) under "Restrictions on Ownership and
Transfer".
Based on the foregoing, and subject to the assumptions and qualifications set
forth herein, it is our opinion that, as of the date of this letter, the Shares
have been duly authorized by all necessary corporate action on the part of the
Company, and the Shares will, upon issuance and delivery in accordance with the
terms and conditions described in the Registration Statement against payment of
the purchase price thereof as determined by the Board of Directors of the
Company or a committee thereof, be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters."
The opinions expressed herein are limited to the laws of the State of Maryland
and we express no opinion concerning any laws other than the laws of the State
of Maryland. Furthermore, the opinions presented in this letter are limited to
the matters specifically set forth herein and no other opinion shall be inferred
beyond the matters expressly stated.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP