Exhibit 5.1
[Hogan & Hartson L.L.P. Letterhead]
September 13, 2002
Board of Trustees
ElderTrust
101 East State Street, Suite 100
Kennett Square, PA 19348
Gentlemen:
We are acting as counsel to ElderTrust, a Maryland real estate
investment trust (the "Company"), in connection with its registration
statement on Form S-3, as amended (the "Registration Statement"), to be
filed with the Securities and Exchange Commission on the date hereof
relating to resales of up to 228,416 shares of the Company's common
shares of beneficial interest, par value $.01 per share (the "Common
Shares"), all of which are issuable upon redemption of a corresponding
number of units of limited partnership interest ("Units") of ElderTrust
Operating Limited Partnership, a Delaware limited partnership (the
"Partnership"). This opinion letter is furnished to you at your request
to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. The Declaration of Trust of the Company, as amended, as
certified by the Secretary of the Company on the date hereof
as being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as certified
by the Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
4. The Amended and Restated Certificate of Limited Partnership
of the Partnership, as certified by the Secretary of State of
the State of Delaware on August 14, 2002 and the Secretary of
the Company on the date hereof as being complete, accurate
and in effect.
5. An executed copy of the Second Amended and Restated
Agreement of Limited Partnership of the Company dated as of
January 30, 1998, as amended (the "Partnership Agreement"),
as certified by the Secretary of the Company, as the general
ElderTrust
Board of Trustees
September 13, 2002
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partner of the Partnership, on the date hereof, as being
complete, accurate and in effect.
6. Resolutions of the Board of Trustees of the Company adopted at
a meeting held on April 19, 2002 and by unanimous written
consent September 12, 2002, as certified by the Secretary of
the Company on the date hereof as being complete, accurate,
and in effect, relating to, among other things, authorization
of the issuance of the Common Shares and arrangements in
connection therewith (the "Board Resolutions").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic
original documents of all documents submitted to us as copies (including
telecopies). We also have assumed that none of the Common Shares have
been or will be issued in violation of the ownership limit contained in
the Company's Declaration of Trust. This opinion letter is given, and
all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
applicable provisions of Title 8 of the Corporations and Associations
Article of the Annotated Code of Maryland, as amended, and applicable
provisions of the Maryland General Corporation Law, as amended. We
express no opinion herein as to any other laws, statutes, ordinances,
rules, or regulations. As used herein, the terms "Title 8 of the
Corporations and Associations Article of the Annotated Code of Maryland,
as amended" and "Maryland General Corporation Law, as amended" include
the applicable statutory provisions contained therein, all applicable
provisions of the Maryland Constitution and reported judicial
decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Common Shares, when issued and delivered in a manner
consistent with the redemption procedures and terms described in the
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ElderTrust
Board of Trustees
September 13, 2002
Page 3
Partnership Agreement and in accordance with the Board Resolutions, will
be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
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