Exhibit 8.1
[Letterhead of Sullivan & Worcester]
June 21, 2001
Senior Housing Properties Trust
SNH Capital Trust I
c/o Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Ladies and Gentlemen:
In connection with the registration by Senior Housing Properties Trust,
a Maryland real estate investment trust (the "Company"), and SNH Capital Trust I
(the "Trust"), of $25,000,000 of 10.125% Trust Preferred Securities due June 15,
2041 (the "Trust Preferred Securities"), the following opinion is furnished to
you to be filed with the Securities and Exchange Commission (the "SEC") as
Exhibit 8.1 to the Company's Current Report on Form 8-K, to be filed within one
week of the date hereof, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
The Trust Preferred Securities represent undivided beneficial interests
in the assets of the Trust. The Trust's assets will consist of up to $29,639,200
(including exercise of the over-allotment option) aggregate principal amount of
10.125% junior subordinated debentures due June 15, 2041 (the "Junior
Subordinated Debentures") to be issued by the Company. We have acted as counsel
for the Company and the Trust in connection with the Registration Statement on
Form S-3, File No. 333-60392 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). Capitalized terms used in this
opinion letter and not otherwise defined herein have the same meaning as set
forth in the Registration Statement.
We have reviewed originals or copies, certified or otherwise identified
to our satisfaction, of corporate records, certificates and statements of
officers and accountants of the Company and the Trust and of public officials,
and such other documents as we have considered relevant and necessary in order
to furnish the opinion hereinafter set forth. In doing so, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents
Senior Housing Properties Trust
SNH Capital Trust I
June 21, 2001
Page 2
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such documents. Specifically, and without limiting the generality
of the foregoing, we have reviewed: (i) the declaration of trust, as amended and
restated, and the by-laws, as amended and restated, of the Company; (ii) the
declaration of trust, as amended and restated, of the Trust; (iii) the
prospectus supplement dated June 18, 2001 (the "Prospectus Supplement") to the
final prospectus dated May 21, 2001 (as supplemented by the Prospectus
Supplement, the "Prospectus") which forms a part of the Registration Statement;
(iv) the Certificate of Trust of the Trust; (v) the form of the Trust Preferred
Securities and Trust common securities and specimen certificates thereof; (vi)
the Guarantee Agreement, the Agreement as to Expenses and Liabilities, and the
Junior Subordinated Indenture, as supplemented; and (vii) the Underwriting
Agreement and such other documents and corporate records as we have deemed
necessary or appropriate for purposes of our opinion (the foregoing items (i)
through (vii), collectively, the "Offering Documents"); and (viii) the section
in the Company's Form 10-K for the year ended December 31, 2000 (the "Annual
Report") captioned "Federal Income Tax Considerations."
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively, the "Tax Laws"). No assurance
can be given that the Tax Laws will not change. In preparing the discussions
with respect to Tax Laws matters in the section of the Annual Report captioned
"Federal Income Tax Considerations" and in the section of the Prospectus
Supplement captioned "Federal Income Tax Considerations," we have made certain
assumptions and expressed certain conditions and qualifications therein, all of
which assumptions, conditions and qualifications are incorporated herein by
reference. With respect to all questions of fact on which our opinion is based,
we have assumed the initial and continuing truth, accuracy and completeness of:
(i) the information set forth in the Annual Report, the Offering Documents, and
in the documents incorporated therein by reference; (ii) representations made to
us by officers of the Company or contained in the Annual Report or Offering
Documents, in each such instance without regard to qualifications such as "to
the best knowledge of" or "in the belief of"; and (iii) the assumption that the
Offering Documents have been and will continue to be fully complied with by all
parties thereto without amendment or waiver, and that there are not any other
arrangements, understandings, or agreements among any of the parties thereto
other than those expressly set forth in the Offering Documents.
We have relied upon, but not independently verified, the foregoing
assumptions. If any of the foregoing assumptions are inaccurate or incomplete
for any reason, or if the issuance of the Trust Preferred Securities and Junior
Subordinated Debentures is consummated in a manner that is inconsistent with the
manner in which it is described in the Offering Documents, our opinion as
expressed below may be adversely affected and may not be relied upon.
Senior Housing Properties Trust
SNH Capital Trust I
June 21, 2001
Page 3
Based solely upon and subject to the foregoing, we are of the opinion
that under current United States federal income tax law:
1. The Trust will be classified as a grantor trust and not as an
association subject to tax as a corporation. Accordingly, each
holder of Trust Preferred Securities will generally be
considered the owner of an undivided interest in the Junior
Subordinated Debentures.
2. The Junior Subordinated Debentures will be classified as
indebtedness of the Company.
3. The discussion with respect to Tax Laws matters in the section
of the Annual Report captioned "Federal Income Tax
Considerations," as supplemented by the discussion in the
Prospectus Supplement captioned "Federal Income Tax
Considerations," in all material respects is accurate and
fairly summarizes the Tax Laws issues addressed therein.
Our opinion above is limited to the matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
matters or any other transactions. Further, we disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in the Tax Laws.
We hereby consent to the incorporation of this opinion by reference as
an exhibit to the Registration Statement and to the reference to our firm in the
Prospectus, and to the incorporation of this opinion by reference in the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or under the rules and regulations of the SEC
promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP