EXHIBIT 8
March 29, 2004
Healthcare Realty Trust Incorporated
Suite 700
3310 West End Avenue
Nashville, Tennessee 37203
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special tax counsel to Healthcare Realty Trust
Incorporated, a Maryland real estate investment trust (the "Company"), in
connection with the registration statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission, relating to the registration of $300,000,000 in aggregate principal
amount of the Company's 5.125% Senior Notes due April 1, 2014. (the
"Securities").
In connection with the Registration Statement and the offering of the
Securities, you have requested our opinions (A) that the Company was and is
organized in conformity with the requirements for qualification as a real estate
investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code") and that its method of operation as
described in the Prospectus permits it to meet the requirements for
qualification and taxation as a REIT, and (B) that, for taxable years of the
Company ended December 31, 1993, through December 31, 2003, the Company met the
requirements for qualification and taxation as a REIT set forth in Subchapter M
of the Code.
In rendering our opinion, we have examined and relied upon the
following documents and other materials:
1. Schedules prepared and delivered by officials of the Company setting
forth:
(a) REIT taxable and gross income for the fiscal year ended December
31, 2003, together with a schedule of actual dividends distributed and projected
dividends to be distributed in accordance with Code Section 858 and compliance
with the distribution requirements of Code Section 857(a); and
(b) Compliance with the applicable REIT ratios or tests for the
fiscal year ended December 31, 2003, including:
Income tests:
Healthcare Realty Trust Incorporated
March 29, 2004
Page 2
(1) 95% gross income test for the year; and
(2) 75% gross income test for the year.
Asset tests:
(1) 75% asset test at the end of each quarter;
(2) 25% asset test at the end of each quarter;
(3) 10% asset test at the end of each quarter; and
(4) 5% asset test at the end of each quarter.
2. Schedules prepared and delivered by officials of the Company setting
forth for all taxable years of the Company since and including the first year
with respect to which the Company elected REIT status, the information described
in paragraph 1 above and including, for taxable years prior to that ended
December 31, 1998, the 30% gross income test.
3. The Company's certificate, dated March 29, 2004.
In addition, we have examined such additional records, documents,
certificates and other instruments and made such investigations of fact and law
as in our judgment are necessary or appropriate to enable us to render the
opinion expressed below.
In rendering our opinion, we have made the following assumptions:
1. Shares of the Company have been, since the completion of the
Company's initial public offering, and will continue to be, beneficially owned
by over 100 shareholders, as defined under Code Section 856(a)(5); five or fewer
shareholders have not owned, directly or indirectly under the rules of Code
Section 544, as modified by Code Section 856(h), at any time since the
completion of the initial public offering, over 50% in value of the outstanding
stock of the Company; and "Excess Shares" (defined in the Company's Second
Articles of Amendment and Restatement to be shares of a value exceeding 9.9% in
value of the outstanding shares of the Company) held or deemed held by any
person (pursuant to applicable rules of attribution) are deemed to have no value
or voting rights.
2. The Company has complied and will comply with any and all procedural
requirements for REIT status set forth in Code Sections 856 through 860 and the
regulations thereunder, including the timely making of such elections and the
obtaining and disclosing of such information as is required on the federal tax
returns to be filed by the Company.
3. Additional properties acquired will constitute "real estate assets"
and any other investments made by the REIT will be made in a manner which will
satisfy the asset tests of Code Section 856(c).
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March 29, 2004
Page 3
4. The income from existing and additional leases entered into or
acquired and the income from other investments will not cause the Company to
fail to satisfy the income tests of Code Section 856(c).
5. The Company will operate in accordance with its past and proposed
method of operation as described in its filings with the Securities and Exchange
Commission under the Securities Act of 1933 and the Securities Exchange Act of
1934, as amended.
6. The Company had no accumulated "C" corporation earnings and profits
at December 31, 2003.
7. All partnerships in which the Company may have an ownership interest
will own only "real estate assets" and cash reserves. All activities of those
partnerships will consist of activities permitted to be undertaken by a REIT,
and income of such partnerships, other than interest income on cash reserves,
shall be "rents from real property".
8. Each corporation in which the Company has acquired or acquires an
equity interest shall either be a "Qualified REIT Subsidiary" under Code Section
856(i), a "Taxable REIT Subsidiary" under Code Section 856(l) or a corporation
in which the Company will not own over ten percent of the outstanding voting
securities, and the securities owned of any such corporation that is not a
Qualified REIT Subsidiary or a Taxable REIT Subsidiary will not be greater in
value than five percent (5%) of the value of the total assets of the Company,
and the aggregate value of the securities of all such Taxable REIT Subsidiaries
will not exceed twenty percent (20%) of the value of the total assets of the
Company.
On the basis of and in reliance on the foregoing, we wish to advise you
that:
(A) under current law, including relevant statutes, regulations and
judicial and administrative precedent (which law is subject to change on a
retroactive basis), in our opinion the Company was and is organized in
conformity with the requirements for qualification as a REIT under the Code and
that its method of operation permits it to meet the requirements for
qualification and taxation as a REIT.
(B) with respect to the taxable years of the Company ended December 31,
1993, through December 31, 2003, the Company met the requirements for
qualification and taxation as a REIT set forth in Subchapter M of the Code.
(C) we also hereby confirm the statements made under the caption
"Federal Income Tax and ERISA Considerations" in the Prospectus, and under Item
1 of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2003, incorporated by reference therein, under the captions "Federal Income
Tax Information," "ERISA Considerations" and "Status of the Company under
ERISA".
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March 29, 2004
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Since actual qualification as a REIT is dependent upon future facts and
circumstances, it is possible that future events, operations, distributions or
other actions will cause the Company not to qualify or continue to qualify as a
REIT.
The foregoing opinions are limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state,
locality or foreign country. We undertake no obligation to update the opinions
expressed herein after the date of this letter.
Sincerely yours,
/s/ STITES & HARBISON PLLC