EXHIBIT 5.2
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
May 7, 2001
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02158
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Re: Registration Statement on Form S-3, to be filed with the United
States Securities and Exchange Commission on or about May 7, 2001
Ladies and Gentlemen:
We have served as Maryland counsel to: (a) Senior Housing
Properties Trust, a Maryland real estate investment trust (the "Company"); (b)
HRES1 Properties Trust, HRES2 Properties Trust, SPTGEN Properties Trust, SPTIHS
Properties Trust, SPTMISC Properties Trust, SPTMNR Properties Trust, SPTMRT
Properties Trust, SPTSUN Properties Trust and SPTSUN II Properties Trust, each a
Maryland real estate investment trust and a wholly owned subsidiary of the
Company (collectively, the "REIT Trust Subsidiaries"); and (c) SNH Capital Trust
I, SNH Capital Trust II, SNH Capital Trust III and SNH Capital Trust Holdings,
each a Maryland business trust and a wholly owned subsidiary of the Company
(collectively, the "Business Trust Subsidiaries," and together with the REIT
Trust Subsidiaries, the "Subsidiaries"), in connection with certain matters of
Maryland law arising out of the registration of the following securities having
an aggregate initial offering price of up to $500,000,000 (collectively, the
"Securities"): (i) debt securities of the Company ("Debt Securities"); (ii)
preferred shares of beneficial interest, $.01 par value per share, of the
Company ("Preferred Shares"); (iii) depositary shares representing whole or
fractional interests in Preferred Shares ("Depositary Shares"); (iv) common
shares of beneficial interest, $.01 par value per share, of the Company ("Common
Shares"); (v) warrants to purchase Debt Securities, Preferred Shares, Depositary
Shares or Common Shares of the Company ("Warrants"); (vi) trust preferred
securities of the Business Trust Subsidiaries ("Trust Preferred Securities");
(vii) guarantees of Trust Preferred Securities by the Company ("Company
Guarantees"); and (viii) guarantees of Debt Securities by the Subsidiaries
("Subsidiary Guarantees"), covered by the above-referenced Registration
Statement, and all amendments thereto (the "Registration Statement"), filed by
the
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Sullivan & Worcester LLP
May 7, 2001
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Company with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Registration Statement.
In connection with our representation of the Company and the
Subsidiaries, and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (collectively, the "Documents"):
1. The Registration Statement and the related form of prospectus
included therein in the form in which it was transmitted to the Commission under
the 1933 Act;
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Company Declaration of Trust"), certified as of a recent date by
the State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Declaration of Trust of each of the REIT Trust Subsidiaries (the
"REIT Trust Subsidiary Declarations of Trust"), certified as of a recent date by
the SDAT;
4. The Certificate of Trust of each of the Business Trust Subsidiaries,
certified as of a recent date by the SDAT;
5. The Declaration of Trust of each of the Business Trust Subsidiaries
(the "Business Trust Subsidiary Declarations of Trust"), certified as of the
date hereof by a trustee of each of the Business Trust Subsidiaries;
6. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
7. The Bylaws of each of the REIT Trust Subsidiaries, certified as of
the date hereof by an officer of each of the REIT Trust Subsidiaries;
8. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
9. Certificates of the SDAT as to the good standing of each of the
Subsidiaries, dated as of a recent date;
10. Resolutions adopted by the Board of Trustees of the Company (the
"Company Board") relating to the registration of the Securities, certified as of
the date hereof by an officer of the Company (the "Company Resolutions");
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Sullivan & Worcester LLP
May 7, 2001
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11. Resolutions adopted by the Board of Trustees of each of the REIT
Trust Subsidiaries (each, a "REIT Board") relating to the registration of the
Securities, certified as of the date hereof by an officer of each of the REIT
Trust Subsidiaries (the "REIT Trust Subsidiary Resolutions");
12. A certificate executed by an officer of the Company, an officer of
each of the REIT Trust Subsidiaries and a trustee of each of the Business Trust
Subsidiaries, dated as of the date hereof; and
13. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company and the Subsidiaries) is duly authorized to do so.
3. Each of the parties (other than the Company and the Subsidiaries)
executing any of the Documents has duly and validly executed and delivered each
of the Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All representations, warranties, statements and information contained in the
Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the parties or
otherwise.
5. The Securities will not be issued or transferred in violation of any
restriction or limitation contained in the Company Declaration of Trust.
6. The Securities will not be issued or transferred in violation of any
restriction or limitation contained in any REIT Trust Subsidiary Declaration of
Trust.
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Sullivan & Worcester LLP
May 7, 2001
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7. The Securities will not be issued or transferred in violation of any
restriction or limitation contained in any Business Trust Subsidiary Declaration
of Trust.
8. In accordance with the Company Resolutions, the issuance of, and
certain terms of, the Securities to be issued by the Company from time to time
will be authorized and approved by the Company Board, or a duly authorized
committee thereof, in accordance with the Maryland REIT Law (such approval
referred to herein as the "Company Trust Proceedings").
9. In accordance with the REIT Trust Subsidiary Resolutions, the
issuance of, and certain terms of, the Subsidiary Guarantees to be issued by the
REIT Trust Subsidiaries from time to time will be authorized and approved by the
applicable REIT Board, or a duly authorized committee thereof, in accordance
with the Maryland REIT Law (such approval referred to herein as the "REIT Trust
Proceedings").
10. In accordance with the Business Trust Subsidiary Declarations of
Trust, (a) an amended and restated declaration of trust or trust agreement
authorizing the applicable Business Trust Subsidiary to issue a sufficient
number of Trust Preferred Securities will be adopted by the applicable Business
Trust Subsidiary prior to the issuance of any Securities by such Business Trust
Subsidiary and (b) the issuance of, and certain terms of, the Securities to be
issued by the Business Trust Subsidiaries from time to time will be approved by
the applicable Business Trust Subsidiary trustees, or a duly authorized
committee thereof, in accordance with the Maryland Business Trust Act (such
approval referred to herein as the "Business Trust Proceedings").
11. Each of the Subsidiaries will derive substantial benefit from the
issuance of the Subsidiary Guarantees in connection with the issuance of Debt
Securities.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. Each of the REIT Trust Subsidiaries is a real estate investment
trust duly formed and existing under and by virtue of the laws of the State of
Maryland and is in good standing with the SDAT.
3. Each of the Business Trust Subsidiaries is a business trust duly
formed and existing under and by virtue of the laws of the State of Maryland and
is in good standing with the SDAT.
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Sullivan & Worcester LLP
May 7, 2001
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4. Upon the completion of all Company Trust Proceedings relating to the
Securities that are Debt Securities, the issuance of the Debt Securities will be
duly authorized.
5. Upon the completion of all Company Trust Proceedings relating to the
Securities that are Preferred Shares (the "Company Preferred Securities") and
the due execution, countersignature and delivery of certificates evidencing
Company Preferred Securities and assuming that the sum of (a) all Preferred
Shares issued as of the date hereof, (b) any Preferred Shares issued between the
date hereof and the date on which any of the Preferred Securities are actually
issued (not including any of the Company Preferred Securities) and (c) the
Company Preferred Securities will not exceed the total number of Preferred
Shares that the Company is then authorized to issue, the Company Preferred
Securities will be duly authorized and, when and if delivered against payment
therefor in accordance with the Company Resolutions and the Company Trust
Proceedings, will be validly issued, fully paid and nonassessable.
6. Upon the completion of all Company Trust Proceedings relating to the
Securities that are Common Shares (the "Common Securities") and the due
execution, countersignature and delivery of certificates evidencing Common
Securities and assuming that the sum of (a) all Common Shares issued as of the
date hereof, (b) any Common Shares issued between the date hereof and the date
on which any of the Common Securities are actually issued (not including any of
the Common Securities) and (c) the Common Securities will not exceed the total
number of Common Shares that the Company is then authorized to issue, the Common
Securities will be duly authorized and, when and if delivered against payment
therefor in accordance with the Company Resolutions and the Company Trust
Proceedings, will be validly issued, fully paid and nonassessable.
7. Upon the completion of all Company Trust Proceedings relating to the
Securities that are Warrants, the issuance of the Warrants will be duly
authorized.
8. Upon the completion of all Business Trust Proceedings relating to
the Securities that are Trust Preferred Securities and the due execution,
countersignature and delivery of certificates evidencing Trust Preferred
Securities, the Trust Preferred Securities will be duly authorized and, when and
if delivered against payment therefor in accordance with the Business Trust
Subsidiary Declarations of Trust and the Business Trust Proceedings, will be
validly issued.
9. Upon the completion of all Company Trust Proceedings relating to the
Securities that are Company Guarantees, the issuance of the Company Guarantees
will be duly authorized.
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Sullivan & Worcester LLP
May 7, 2001
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10. Upon the completion of all applicable REIT Trust Proceedings and
Business Trust Proceedings relating to the Securities that are Subsidiary
Guarantees, the issuance of the Subsidiary Guarantees will be duly authorized.
The foregoing opinion is limited to the laws of the State of Maryland,
and we do not express any opinion herein concerning any other law or concerning
any document not governed by the laws of the State of Maryland. The opinion
expressed herein is subject to the effect of judicial decisions which may permit
the introduction of parol evidence to modify the terms or the interpretation of
agreements. We express no opinion as to compliance with, or the applicability
of, federal or state securities laws, including the securities laws of the State
of Maryland, or the Trust Indenture Act of 1939, as amended.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP