Exhibit 5.1
[Letterhead of Willkie Farr & Gallagher]
June 19, 2002
Ventas, Inc.
Ventas Realty, Limited Partnership
Ventas Capital Corporation
Ventas LP Realty, L.L.C.
4360 Brownsboro Road, Suite 115
Louisville, Kentucky 40207-1642
Re: Registration Statement on Form S-4
File No. 333-89312
Ladies and Gentlemen:
We are counsel to Ventas, Inc., a Delaware corporation ("Ventas"), Ventas
Realty, Limited Partnership, a Delaware limited partnership ("Ventas LP"),
Ventas Capital Corporation, a Delaware corporation ("Ventas Capital"), and
Ventas LP Realty, L.L.C., a Delaware limited liability company ("Ventas LLC,"
and, together with Ventas, Ventas LP and Ventas Capital, the "Registrants"), and
have acted as such in connection with various legal matters relating to the
filing of a Registration Statement on Form S-4 (File No. 333-89312) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering up to $175,000,000 aggregate principal amount of
8 3/4% Senior Notes due 2009 of Ventas LP and Ventas Capital unconditionally
guaranteed by Ventas and Ventas LLC and $225,000,000 aggregate principal amount
of 9% Senior Notes due 2012 of Ventas LP and Ventas Capital unconditionally
guaranteed by Ventas and Ventas LLC (collectively, the "New Notes") offered in
exchange for all outstanding 8 3/4% Senior Notes due 2009 of Ventas LP and
Ventas Capital unconditionally guaranteed by Ventas and Ventas LLC and all
outstanding 9% Senior Notes due 2012 of Ventas LP and Ventas Capital
unconditionally guaranteed by Ventas and Ventas LLC originally issued and sold
in reliance upon an exemption from registration under the Securities Act
(collectively, the "Original Notes").
The Original Notes were issued under, and the New Notes are to be issued under,
two indentures (the "Indentures"), each dated as of April 17, 2002, entered into
between Ventas LP and Ventas Capital, as issuers, Ventas and Ventas LLC, as
guarantors, and U.S. Bank National Association, as trustee (the "Trustee"). The
exchange will be made pursuant to an exchange offer contemplated by the
Registration Statement (the "Exchange Offer"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the
prospectus included in the Registration Statement.
In so acting, we have examined originals or copies, certified or otherwise,
identified to our satisfaction, of (a) the Notes, (b) the Indentures, (c) the
guarantees of the Notes, (d) the Certificate of
Ventas, Inc.
Ventas Realty, Limited Partnership
Ventas Capital Corporation
Ventas LP Realty, L.L.C.
June 19, 2002
Page 2
Incorporation, as amended, and the Third Amended and Restated By-Laws of Ventas,
(e) the Certificate of Limited Partnership, as amended, and the First Amended
and Restated Agreement of Limited Partnership of Ventas LP, (f) the Certificate
of Incorporation and By-Laws of Ventas Capital and (g) the Certificate of
Formation and Limited Liability Company Agreement, as amended, of Ventas LLC.
We have also examined original, reproduced or certified copies of such records
of the Registrants as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. In our examination and in rendering our opinions
contained herein, we have assumed (i) the genuineness of all signatures of all
parties other than the Registrants; (ii) the authenticity of all corporate
records, agreements, documents, instruments and certificates of the Registrants
submitted to us as originals, the conformity to original documents and
agreements of all documents and agreements submitted to us as conformed,
certified or photostatic copies thereof and the authenticity of the originals of
such conformed, certified or photostatic copies; (iii) the due authorization,
execution and delivery of all documents and agreements (including the Notes and
the Indentures) by all parties thereto (other than the Registrants) and the
binding effect of such documents and agreements on all such parties; (iv) the
legal right and power of all such parties other than the Registrants under all
applicable laws and regulations to enter into, execute and deliver such
agreements and documents; and (v) the capacity of natural persons. As to all
questions of fact material to such opinions, we have relied without independent
check or verification upon representations contained in the Notes and the
Indentures; certificates of the Registrants, and their respective officers,
employees, agents and representatives; and certificates of public officials. We
have not independently investigated or verified the matters set forth therein.
A. Based on the foregoing, and subject to the qualifications set forth below,
we are of the opinion that:
1. The execution and delivery of the Indentures have been duly
authorized by the Registrants, and the Indentures constitute legal, valid
and binding obligations enforceable against the Registrants in accordance
with the terms thereof.
2. The New Notes have been duly authorized by Ventas LP and Ventas
Capital and, when duly executed by the proper officers of Ventas LP and
Ventas Capital, duly authenticated by the Trustee and issued by Ventas LP
and Ventas Capital in accordance with the terms of the applicable
Indenture and the Exchange Offer, will constitute legal, valid and binding
obligations of Ventas LP and Ventas Capital, will be entitled to the
benefits of the applicable Indenture and will be enforceable against
Ventas LP and Ventas Capital in accordance with the terms thereof.
Ventas, Inc.
Ventas Realty, Limited Partnership
Ventas Capital Corporation
Ventas LP Realty, L.L.C.
June 19, 2002
Page 3
3. The guarantees of the New Notes by Ventas and Ventas LLC have been
duly authorized by Ventas and Ventas LLC and, when the New Notes are
duly executed by the proper officers of Ventas LP and Ventas Capital,
duly endorsed by the proper officers of Ventas and Ventas LLC, duly
authenticated by the Trustee and issued by Ventas LP and Ventas Capital
in accordance with the terms of the applicable Indenture and the
Exchange Offer, will constitute legal, valid and binding obligations of
Ventas and Ventas LLC, will be entitled to the benefits of the
applicable Indenture and will be enforceable against Ventas and Ventas
LLC in accordance with the terms thereof.
B. The foregoing opinions are subject to the following qualifications:
The opinions set forth in paragraphs A1 through and including A3 above
are qualified in that the legality or enforceability of the documents
referred to therein may be (a) subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, (b) limited insofar as the remedies of
specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and the discretion of the court
before which any enforcement thereof may be brought and (c) subject to
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity) including principles of
commercial reasonableness or conscionability and an implied covenant of
good faith and fair dealing.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. We do not express an
opinion as to matters arising under the laws of any jurisdiction, other than the
laws of the State of New York, the Delaware General Corporation Law, the
Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability
Company Act and the Federal laws of the United States.
We hereby consent to being named as counsel for the Registrants in the
Registration Statement and under the caption "Legal Matters" in the prospectus
included in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher