Exhibit 5.2
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
FILE NUMBER
888516
December 6, 2001
Five Star Quality Care, Inc.
400 Centre Street
Newton, Massachusetts 02458
Re: REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-69846)
Ladies and Gentlemen:
We have served as Maryland counsel to Five Star Quality Care, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of up to 4,352,170 shares (the
"Shares") of Common Stock, $.01 par value per share, of the Company (the "Common
Stock"), to be distributed (the "Distribution") by (a) Senior Housing Properties
Trust, a Maryland real estate investment trust, and, immediately prior to the
effective time of the Distribution, the sole stockholder of the Company ("SNH")
and (b) HRPT Properties Trust, a Maryland real estate investment trust ("HRPT"),
to holders of common shares of beneficial interest of each of SNH and HRPT,
covered by the above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), filed by the Company with the United
States Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to them
in the Registration Statement.
In connection with our representation of the Company, 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 (hereinafter collectively referred to as 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 for
filing under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
Five Star Quality Care, Inc.
December 6, 2001
Page 2
3. The Amended and Restated Bylaws of the Company, certified as of the
date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
5. Resolutions adopted by the Board of Directors of the Company
authorizing the filing of the Registration Statement and the issuance of the
Shares (the "Resolutions"), certified as of the date hereof by an officer of the
Company;
6. A certificate executed by an officer of the Company, dated as of the
date hereof; and
7. 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 any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) 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. Any Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. 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.
Five Star Quality Care, Inc.
December 6, 2001
Page 3
5. The Shares will not be issued or transferred in violation of any
restriction or limitation contained in Article VI (Restriction on Transfer and
Ownership of Shares) of the Charter.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The issuance of the Shares has been duly authorized and, when and to
the extent issued in accordance with the Resolutions and in the manner described
in the Registration Statement, the Shares will be (assuming that, upon issuance,
the total number of shares of Common Stock issued and outstanding will not
exceed the total number of shares of Common Stock that the Company is then
authorized to issue under the Charter) validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Constitution of the state of
Maryland, Maryland statutes, rules and regulations of Maryland governmental
agencies and decided cases of (a) Maryland appellate courts construing
Maryland law and (b) federal courts construing Maryland law and we do not
express any opinion herein concerning any other law. We express no opinion as
to the applicability or effect of any federal or state securities laws,
including the securities laws of the State of Maryland, or as to federal or
state laws regarding fraudulent transfers. To the extent that any matter as
to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion
on such matter.
The opinion expressed herein is limited to the matters specifically set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. 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 solely 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 (other than Sullivan & Worcester LLP, counsel to the Company, in
connection with opinions to be issued by it on the date hereof in connection
with the Registration Statement) 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 the
section entitled "Legal Matters" in the Registration Statement. 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.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP