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EXHIBIT 8.1
Law Offices
Baker, Donelson, Bearman & Caldwell
A Professional Corporation
1700 Nashville City Center
511 Union Street
P.O. Box 190613
Nashville, Tennessee 37219
(615) 726-5600
Facsimile
(615) 726-0464
February 14, 1997
Healthcare Realty Trust Incorporated
3310 West End Avenue
Fourth Floor
Nashville, Tennessee 37203
Re: Form S-3 Registration
Gentlemen:
We have acted as special tax counsel to Healthcare Realty Trust
Incorporated, a Maryland corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (File No. 33-97888) and the documents
incorporated by reference therein (the "Incorporated Documents") and Amendment
No. 1 thereto filed with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act") relating to the registration of shares of Common Stock,
warrants to purchase Common Stock, shares of registration of shares of preferred
stock of the Company and debt securities of the Company (the "Shelf Securities")
to be issued from time to time by the Company. The Company's registration
statement, as amended, including the Incorporated Documents, is hereinafter
referred to as the "Registration Statement" and the related prospectus dated
November 2, 1995 (including the Incorporated Documents), relating to the Shelf
Securities is hereinafter referred to as the "Basic Prospectus", as supplemented
by the prospectus supplement dated February 11, 1997, relating to the offering
of up to 5,175,000 shares of common stock, par value $.01 per share of the
Company (the "Shares") by the Underwriters, in the form first used to confirm
sales of the Shares, is hereinafter referred to as the "Prospectus". In
connection with the Registration Statement, you have requested our opinion 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. All capitalized terms
in this opinion which are defined in the Registration Statement and the
Prospectus shall have the same respective meanings as set forth in the
Registration Statement and the Prospectus.
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Healthcare Realty Trust Incorporated
February 14, 1997
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In rendering our opinion, we have examined and relied upon the following
documents and other materials:
1. Schedules prepared or delivered by officials of the Company setting
forth:
(a) REIT taxable and gross income for the fiscal year ended December
31, 1996, 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, 1996, including:
Income tests:
(1) 95% gross income test for the year;
(2) 75% gross income test for the year;
(3) 30% 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;
(4) 5% asset test at the end of each quarter.
2. The Company's certificate, dated as of February 11, 1997.
In addition, we have examined such additional records, documents,
certificates and other instruments and made such investigations of fact and law
as in our judgement 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.
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Healthcare Realty Trust Incorporated
February 14, 1997
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2. The Company has 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).
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, 1996.
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)
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
which is not a Qualified REIT Subsidiary will not be greater in value than five
percent (5%) 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 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 as described in the Prospectus permits it to meet the requirements for
qualification and taxation as a REIT.
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.
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Healthcare Realty Trust Incorporated
February 14, 1997
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Baker, Donelson,
Bearman & Caldwell under the captions "Federal Income Tax and ERISA
Considerations" and "Legal Matters" in the Prospectus and "Federal Income Tax
Considerations" and "Legal Matters" in the Prospectus Supplement.
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,
/s/ Baker, Donelson, Bearman & Caldwell