EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
March 23, 2004
LTC Properties, Inc.
Suite 350
22917 Pacific Coast Highway
Malibu, California 90265
Re: LTC Properties, Inc., a Maryland corporation (the "Company") --
Registration Statement on Form S-3 pertaining to $200,000,000
maximum aggregate initial offering price of the Company's (i)
debt securities (the "Debt Securities"); (ii) shares of preferred
stock, par value $.01 per share (the "Preferred Stock"); and
(iii) shares of common stock, par value $.01 per share (the
"Common Stock")
Ladies and Gentlemen:
We have acted as special Maryland corporate counsel to the
Company in connection with the registration of the Debt Securities, the shares
of Preferred Stock and the shares of Common Stock (each a "Security" and
collectively, the "Securities") under the Securities Act of 1933, as amended
(the "Act"), pursuant to a Registration Statement on Form S-3 (Registration No.
333-_____), which was filed with the Securities and Exchange Commission (the
"Commission") on March 23, 2004 (the "Registration Statement"). You have
requested our opinion with respect to the matters set forth below.
In our capacity as special Maryland corporate counsel to the
Company and for the purposes of this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
(i) the corporate charter of the Company (the "Charter")
represented by Articles of Incorporation filed with the
State Department of Assessments and Taxation of Maryland
(the "Department") on May 12, 1992, Articles of Amendment
and Restatement filed with the Department on August 3,
1992, Articles Supplementary filed with the Department on
March 7, 1997, Articles of Amendment filed with the
Department on June 26, 1997, Articles Supplementary filed
with the Department on December 17, 1997, Articles
Supplementary filed with the Department on September 2,
1998, Articles Supplementary filed with the Department on
May 11, 2000, Articles Supplementary filed with the
Department on June 24, 2003, Articles Supplementary filed
with the Department on September 16, 2003 and Articles
Supplementary filed with the Department on February 19,
2004 ;
(ii) the Bylaws of the Company as adopted on May 15, 1992,
ratified on or as of May 19, 1992, and amended on or as of
October 17, 1995, September 1, 1998, May 2, 2000 and
August 28, 2003, and in full force and effect on the date
hereof (the "Bylaws");
(iii) the minutes of the organizational action of the Board of
Directors of the Company, dated as of May 19, 1992 (the
"Organizational Minutes");
(iv) resolutions adopted by the Board of Directors of the
Company, or a committee thereof, on June 23, 2003, June
24, 2003, August 29, 2003, September 8, 2003, September
15, 2003 January 26, 2004 February 17, 2004 and February
18, 2004 and March 9, 2004 (collectively, the "Directors'
Resolutions");
(v) the Registration Statement, including all amendments
thereto, and the related form of prospectus in
substantially the form filed with the Commission under the
Act;
(vi) a status certificate of the Department, dated March 22,
2004, to the effect that the Company is duly incorporated
and existing under the laws of the State of Maryland and
is duly authorized to transact business in the State of
Maryland;
(vii) a certificate of Wendy L. Simpson, Vice Chairman and Chief
Financial Officer and Alex J. Chavez, Senior Vice
President, Corporate Secretary and Treasurer of the
Company, dated as of the date hereof (the "Officers'
Certificate"), to the effect that, among other things, the
Charter, the Bylaws, the Organizational Minutes and the
Directors' Resolutions are true, correct and complete,
have not been rescinded or modified and are in full force
and effect on the date of the Officers' Certificate; and
(viii) such other documents and matters as we have deemed
necessary and appropriate to render the opinions set forth
in this letter, subject to the limitations, assumptions,
and qualifications noted below.
In reaching the opinions set forth below, we have assumed the
following:
(a) each person executing any of the Documents on behalf of
any party (other than the Company) is duly authorized to
do so;
(b) each natural person executing any of the Documents is
legally competent to do so;
(c) any of the 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; any of the Documents
submitted to us as certified, facsimile or photostatic
copies conform to the original document; all signatures on
all of the Documents are genuine; all public records
reviewed or relied upon by us or on our behalf are true
and complete; all statements and information contained in
the Documents are true and complete; there has been no
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;
(d) the resolutions to be adopted subsequent to the date
hereof, and the actions to be taken by the Board of
Directors subsequent to the date hereof, including, but
not limited to, the adoption of all resolutions and the
taking of all actions necessary to authorize the issuance
and sale of the Securities in accordance with the
procedures set forth in paragraphs 1, 2 and 3 below, will
occur at duly called meetings at which a quorum of the
incumbent directors of the Company is present and acting
throughout, or by unanimous written consent of all
incumbent directors, all in accordance with the Charter
and Bylaws of the Company and applicable law;
(e) the number of shares of Preferred Stock and the number of
shares of Common Stock to be offered and sold subsequent
to the date hereof as Securities under the Registration
Statement, together with the number of shares of Preferred
Stock and the number of shares of Common Stock issuable
upon conversion of any Securities offered and sold
subsequent to the date hereof, will not, in the aggregate,
exceed the number of shares of Preferred Stock, and the
number of shares of Common Stock, respectively, authorized
in the Charter of the Company, less the number of shares
of Preferred Stock and the number of shares of Common
Stock, respectively, authorized and reserved for issuance
and issued and outstanding on the date subsequent to the
date hereof on which the Securities are authorized, the
date subsequent to the date hereof on which the Securities
are issued and delivered, the date subsequent to the date
hereof on which any Securities are converted into shares
of Common Stock or shares of Preferred Stock,
respectively, and the date subsequent to the date hereof
on which shares of Preferred Stock and shares of Common
Stock, respectively, are issued pursuant to conversion of
such Securities;
(f) none of the terms of any of the Securities or any
agreements related thereto to be established subsequent to
the date hereof, nor the issuance or delivery of any such
Securities containing such terms established subsequent to
the date hereof, nor the compliance by the Company with
the terms of any such Securities or agreements established
subsequent to the date hereof will violate any applicable
law or will conflict with, or result in a breach or
violation of, the Charter or Bylaws of the Company, or any
instrument or agreement to which the Company is a party or
by which the Company is bound or any order or decree of
any court, administrative or governmental body having
jurisdiction over the Company;
(g) the form of certificate or other instrument or document
representing the Securities approved subsequent to the
date hereof will conform in all respects to the
requirements applicable under Maryland law;
(h) none of the Securities to be offered and sold subsequent
to the date hereof, and none of the shares of Preferred
Stock or shares of Common Stock issuable upon conversion
of any such Securities, will be issued in violation of the
provisions of Article Ninth of the Charter of the Company
relating to restrictions on ownership and transfer of
shares of stock of the Company; and
(i) none of the Securities to be offered and sold subsequent
to the date hereof, and none of the shares of Preferred
Stock or shares of Common Stock issuable upon the
conversion or exchange of any such Securities will be
issued and sold to an Interested Stockholder of the
Company or an Affiliate thereof, all as defined in
Subtitle 6 of Title 3 of the Maryland General Corporation
Law (the "MGCL"), in violation of Section 3-602 of the
MGCL.
Based on our review of the foregoing and subject to the
assumptions and qualifications set forth herein, it is our opinion that, as of
the date of this letter:
(1) Upon: (a) designation and titling by the Board of
Directors of the Debt Securities, and whether such Debt
Securities are to be senior Debt Securities or
subordinated Debt Securities; (b) establishment by the
Board of Directors of the terms, conditions and provisions
of the Debt Securities; (c) establishment by the Board of
Directors of the aggregate principal amount of any such
Debt Securities and any limit on such aggregate principal
amount; (d) due authorization by the Board of Directors of
the form, terms, execution and delivery of one or more
indentures, each dated as of a date prior to the issuance
of the Debt Securities to which it relates; (e) due
authorization by the Board of Directors of such Debt
Securities for issuance, execution and delivery at a
minimum price or value of consideration to be set by the
Board of Directors; and (f) reservation and due
authorization by the Board of Directors of the issuance of
any shares of Preferred Stock and/or any shares of Common
Stock issuable upon conversion of the Debt Securities in
accordance with the procedures set forth in Paragraphs 2
and 3 below at a minimum price
or value of consideration to be set by the Board of
Directors, all necessary corporate action on the part of
the Company will have been taken to authorize such Debt
Securities.
(2) Upon: (a) designation by the Board of Directors of one or
more series of Preferred Stock to distinguish each such
series from any other existing series of Preferred Stock;
(b) setting by the Board of Directors of the number of
shares of Preferred Stock to be included in such series;
(c) establishment by the Board of Directors of the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of such series of
Preferred Stock; (d) filing by the Company with the
Department of articles supplementary setting forth a
description of such series of Preferred Stock, including
the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as
set by the Board of Directors and a statement that such
series of the Preferred Stock has been classified by the
Board of Directors under the authority contained in the
Charter, and the acceptance for record by the Department
of such articles supplementary; (e) due authorization by
the Board of Directors of a designated number of shares of
such series of Preferred Stock for issuance at a minimum
price or value of consideration to be set by the Board of
Directors, and (f) reservation and due authorization by
the Board of Directors of any shares of any other series
of Preferred Stock and/or any shares of Common Stock
issuable upon conversion of such series of Preferred Stock
in accordance with the procedures set forth in this
Paragraph 2 and in Paragraph 3 below, respectively, all
necessary corporate action on the part of the Company will
have been taken to authorize the issuance and sale of the
shares of such series of Preferred Stock and when such
shares of such series of Preferred Stock are issued and
delivered against payment of the consideration therefor as
set by the Board of Directors, such shares of such series
of Preferred Stock will be validly issued, fully paid and
non-assessable.
(3) Upon due authorization by the Board of Directors of a
designated number of shares of Common Stock for issuance
at a minimum price or value of consideration to be set by
the Board of Directors, all necessary corporate action on
the part of the Company will have been taken to authorize
the issuance and sale of such shares of Common Stock, and
when such shares of Common Stock are issued and delivered
against payment of the consideration therefor as set by
the Board of Directors, such shares of Common Stock will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of
Maryland, 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.
This opinion letter is issued as of the date hereof and is
necessarily limited to laws now in effect and facts and circumstances presently
existing and brought to our attention. We assume no obligation to supplement
this opinion letter if any applicable laws change after the date hereof, or if
we become aware of any facts or circumstances that now exist or that occur or
arise in the future and may change the opinions expressed herein after the date
hereof.
We consent to your filing this opinion as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an
exhibit to the applications to securities commissioners for the various states
of the United States for registration of the Securities. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Registration Statement entitled "Legal Matters." 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 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP