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NUTTER, MCCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE
HYANNIS, MASSACHUSETTS
May 30, 1996
12742-405
Meditrust
197 First Avenue
Needham, Massachusetts 02194
Ladies and Gentlemen:
You have requested our opinion regarding the federal income taxation of
shareholders of Meditrust, a Massachusetts business trust organized under a
Declaration of Trust dated August 6, 1985, as amended (the "Company"), in
connection with the Registration Statement (File No. 333-1843) on Form S-3 with
respect to the Company's shelf registration of $500,000,000 in Company
securities consisting of a combination of shares of beneficial interest, debt
securities and/or warrants to be offered from time to time (the "Registration
Statement").
In rendering this opinion, we have examined and relied upon the
following documents:
(1) The Declaration of Trust of the Company dated August 6, 1985,
as restated on May 10, 1996 (as so restated, the "Declaration
of Trust");
(2) The By-laws of the Company adopted on August 6, 1985, as
amended on February 24, 1992 (as so amended, the "By-Laws");
(3) A certification by officers of the Company in the form
attached hereto as Exhibit A; and
(4) The Registration Statement and the prospectus included therein
of even date herewith (the "Basic Prospectus") together with
all presently existing documents expressly incorporated
therein by reference but excluding documents referred to
therein but not expressly incorporated by reference.
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Meditrust
May 30, 1996
Page 2
In rendering this opinion, we have made the following assumptions
without any independent investigation or review:
(1) That all documents submitted to us as originals are authentic
and all signatures thereon are genuine, and that all documents
submitted to us as certified or photostatic copies conform to
their originals;
(2) That the beneficial ownership (as distinguished from record
ownership, which is discussed in Exhibit A) of the Company is,
and has been for at least 335 days of each of its taxable
years (or a proportionate part in the case of its taxable year
ended December 31, 1985), held by at least 100 persons;
(3) That at no time has more than 50 percent in value of the
outstanding shares of the Company been owned (directly or
indirectly under the provisions of Section 544 of the Internal
Revenue Code of 1986, as amended (the "Code")) by or for not
more than five individuals; and
(4) That all statements set forth in Exhibit A were true and
accurate when made and continue to be true and accurate; and
that with respect to any such statement made to the knowledge
of the declarants, the actual facts are as so stated.
Based solely upon the foregoing, having regard to legal considerations
which we deem relevant, and subject to the assumptions and qualifications set
forth herein, we are of the opinion that:
(1) The Company is constituted in conformity with the requirements
for qualification as a real estate investment trust set forth
in sections 856(a)(1) through (6) and 859 of the Code.
(2) The Company's proposed method of operation as described in the
Basic Prospectus, if followed by the Company, is consistent
with meeting the requirements for qualification and taxation
as a real estate investment trust set forth in Sections 856
through 860 of the Code so long as the Company meets the
various qualification tests imposed by the Code through actual
operating results.
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Meditrust
May 30, 1996
Page 3
(3) The statements contained in the Basic Prospectus under the
caption "Federal Income Tax Considerations" fairly present the
material U.S. federal income tax consequences of an investment
in common shares of beneficial interest in the Company.
No opinion is expressed as to the ability of the Company to meet the
various qualification tests imposed by the Code based on its actual annual
operating results, which have not been and will not be reviewed by us. In
particular, and without limiting the foregoing, the various qualification tests
may not be met in the future (and may not have been met in the past) if the
loans made by the Company are not fully secured by mortgages on real property or
interests in real property, or if the leases entered into by the Company are not
true leases for federal income tax purposes, or if any of the partnerships in
which the Company is a partner is treated for tax purposes as an association
taxable as a corporation.
Our opinion is based on our interpretation of the statutes,
regulations, decisions and published administrative interpretations in effect on
the date hereof, and we can offer no assurance that such statutes, regulations,
decisions and published administrative interpretations will not be amended,
revoked or modified in a manner that would affect our opinion as set forth
herein. It should also be noted that, although this opinion reflects our
conclusions as to the application of current law to the facts and transactions
described herein, we can offer no assurance that contrary positions will not be
asserted by the Internal Revenue Service or that the Internal Revenue Service or
a court of law will not rule otherwise.
We understand that this opinion letter is to be used in connection with
the Registration Statement, as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the headings
"Federal Income Tax Consequences" and "Legal Matters." It is understood that
this opinion letter is to be used in connection with the offer and sale of the
shares of beneficial interest, debt securities and/or warrants only while the
Registration Statement is effective as so amended and as it may be amended from
time to time as contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
Nutter, McClennen & Fish, LLP
LJM/ltm