Exhibit 5.2
[LETTERHEAD OF LATHAM & WATKINS]
June 24, 2002
Health Care Property Investors, Inc.
4675 MacArthur Court, Suite 900
Newport Beach, California 92660
Re: $250,000,000 Senior Notes Due 2012
Ladies and Gentlemen:
In connection with the registration of $250,000,000 aggregate principal
amount of 6.45% Senior Notes due 2012 (the "Securities") by Health Care Property
Investors, a Maryland corporation (the "Company"), under the Securities Act of
1933, as amended (the "Act"), pursuant to (i) a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
originally filed with the Securities and Exchange Commission (the "Commission")
on April 19, 2002 (File No. 333-86654), as amended by Amendment Nos. 1, 2 and 3
thereto dated May 21, 2002, June 7, 2002 and June 10, 2002, respectively, which
was declared effective by the Commission on June 10, 2002 (collectively, the
"Registration Statement"); (ii) a prospectus dated June 10, 2002 (the "Base
Prospectus"), as supplemented by a prospectus supplement dated June 19, 2002,
filed with the Commission on June 21, 2002 pursuant to Rule 424(b) under the
Securities Act (the "Prospectus Supplement", and together with the Base
Prospectus, the "Prospectus"), you have requested our opinion with respect to
the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken by the Company in
connection with the issuance of the Securities. In addition, we have made such
legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of California, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction, or as to any
LATHAM & WATKINS
Health Care Property Investors, Inc.
June 24, 2002
Page 2
matters of municipal law or the laws of any local agencies within any
state. We understand that certain matters concerning the laws of the
State of Maryland are addressed in an opinion of Ballard Spahr Andrews
& Ingersoll, LLP separately provided to you, and we express no opinion
with respect to those matters. In rendering the opinions set forth
below, we have, with your permission, assumed that the Company is duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Maryland; that each of the purchase
agreement dated as of June 19, 2002 between Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Credit Suisse First Boston Corporation,
as the representatives of the other underwriters named on Schedule A
therein and the Company (the "Purchase Agreement"), the indenture dated
as of September 1, 1993 (the "Indenture") between the Company and The
Bank of New York as trustee and the Securities has been duly
authorized, executed and delivered by the Company; and that none of the
issuance and sale of the Securities by the Company, or the performance
and compliance by the Company with the provisions of the Purchase
Agreement, the Indenture or the Securities, or the consummation of the
transactions contemplated thereby, will result in any violation of the
provisions of the charter or bylaws of the Company.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that as of the date hereof, the Securities,
when duly executed, authenticated and delivered on behalf of the
Company against payment therefor, will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms.
The opinion set forth above relating to the enforceability of
the Securities is subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors;
(ii) the effect of general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or
injunctive relief (regardless of whether enforcement is sought in a
proceeding in equity or at law); and (iii) certain rights, remedies and
waivers contained in the Indenture may be limited or rendered
ineffective by applicable California laws or judicial decisions
governing such provisions, but such laws or judicial decisions will not
render the Securities invalid or unenforceable as a whole.
To the extent that the obligations of the Company under the
Indenture may be dependent on such matters, we assume for purposes of
this opinion that the Trustee has complied with any applicable
requirement to file returns and pay taxes under the Franchise Tax Law
of the State of California; that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the
activities contemplated by the Indenture; that the Indenture has been
duly authorized, executed and delivered by the Trustee and constitutes
the legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a
trustee under the Indenture, with all applicable laws and regulations;
and that the Trustee has the requisite organizational and legal power
and authority to perform its obligations under the Indenture.
LATHAM & WATKINS
Health Care Property Investors, Inc.
June 24, 2002
Page 3
We consent to your filing this opinion as an exhibit to the
8-K disclosing the offering of the Securities and to the reference to
our firm contained under the heading "Legal Matters" in the Prospectus.
Very truly yours,
/s/ Latham & Watkins