Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
June 24, 2002
Health Care Property Investors, Inc.
Suite 900
4675 MacArthur Court
Newport Beach, California 92660
Re: Health Care Property Investors, Inc., a Maryland corporation
(the "Company") - Sale of up to $250,000,000 aggregate initial
offering price of 6.45% Senior Notes due 2012 (the "Notes")
pursuant to a Registration Statement on Form S-3, as amended
(Registration No. 333-86654) (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special Maryland corporate counsel to the
Company in connection with the registration of the Notes under the Securities
Act of 1933, as amended (the "Act"), under the Registration Statement, which was
filed with the Securities and Exchange Commission (the "Commission") on April
19, 2002 and amended on May 21, 2002, June 7, 2002 and June 10, 2002. 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"),
consisting of Articles of Restatement filed with the State
Department of Assessments and Taxation of Maryland (the
"Department") on July 27, 2001;
(ii) the Second Amended and Restated Bylaws of the Company,
dated April 28, 1999, Amendment No. 1 to Second Amended
and Restated Bylaws of the Company, dated September 6,
2001, and Amended No. 2 to Second
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Health Care Property Investors, Inc.
June 24, 2002
Page 2
Amended and Restated Bylaws of the Company, dated May 12,
2002 (collectively, the "Bylaws");
(iii) the Minutes of the Organizational Action of the Board of
Directors of the Company, dated March 21, 1985 (the
"Organizational Minutes");
(iv) resolutions adopted by the Board of Directors of the Company
on July 22, 1993, April 12, 2002 and June 17, 2002, which,
among other things, authorized the issuance of the Notes
(collectively, the "Directors' Resolutions");
(v) the Indenture, dated as of September 1, 1993, by and between
the Company and the Bank of New York, as trustee (the
"Indenture");
(vi) a certificate of Edward J. Henning, the Senior Vice
President, General Counsel and Secretary of the Company, and
Devasis Ghose, the Senior Vice President - Finance and
Treasurer of the Company, of even date herewith (the
"Officers' Certificate"), to the effect that, among other
things, the Charter, the Bylaws, the Organizational Minutes,
the Directors' Resolutions and the Indenture 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;
(vii) two Officers' Certificate (the "Section 201 Certificate" and
the "Section 301 Certificate" respectively), each to be
executed by two (2) Authorized Officers of the Company (as
defined in the June 17, 2002 Directors' Resolutions), which,
among other things, establish the terms and provisions of
the Notes pursuant to the authorizing resolutions set forth
in the Directors' Resolutions and to which are attached
forms of the Notes;
(viii) the Registration Statement and the related form of
prospectus included therein, in substantially the form filed
with the Commission pursuant to the Act;
(ix) a status certificate of the Department, dated June 18, 2002,
to the effect that the Company is duly incorporated and
existing under the laws of the State of Maryland; and
(x) such other laws, records, documents, certificates, opinions
and instruments as we have deemed necessary to render this
opinion, subject to the limitations, assumptions and
qualifications noted below.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Health Care Property Investors, Inc.
June 24, 2002
Page 3
In reaching the opinions set forth below, we have assumed the
following:
(a) each person executing any instrument, document or agreement on
behalf of any party (other than the Company) is duly authorized
to do so;
(b) each natural person executing any instrument, document or
agreement is legally competent to do so;
(c) the Section 201 Certificate and the Section 301 Certificate
submitted to us are true and correct, both as of the date hereof
and when made;
(d) 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
or photostatic copies conform to the original documents; 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; and
(e) the Indenture will remain in full force and effect for so long as
the Notes are outstanding.
Based on 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. The Company is a corporation duly incorporated and validly
existing as a corporation in good standing under the laws of the
State of Maryland.
2. The Notes have been duly authorized for issuance by the Company.
The foregoing opinion is limited to the substantive 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.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Health Care Property Investors, Inc.
June 24, 2002
Page 4
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 the incorporation by reference of this opinion in 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 Notes. 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