<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1999
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
HEALTH CARE PROPERTY INVESTORS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MARYLAND 33-0091377
- ------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
-------------------------
4675 MACARTHUR COURT, 9TH FLOOR
NEWPORT BEACH, CALIFORNIA 92660
(949) 221-0600
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
-------------------------
AMERICAN HEALTH PROPERTIES, INC. 1994 STOCK INCENTIVE PLAN
AMERICAN HEALTH PROPERTIES, INC. NONQUALIFED STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
AMERICAN HEALTH PROPERTIES, INC. 1990 STOCK INCENTIVE PLAN
AMERICAN HEALTH PROPERTIES, INC. 1988 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plans)
-------------------------
EDWARD J. HENNING COPY TO:
SENIOR VICE PRESIDENT, GENERAL COUNSEL PAMELA B. KELLY, ESQ.
AND CORPORATE SECRETARY LATHAM & WATKINS
HEALTH CARE PROPERTY INVESTORS, INC. 33 WEST 5TH STREET, SUITE 4000
4675 MACARTHUR COURT, 9TH FLOOR LOS ANGELES, CALIFORNIA 90071
NEWPORT BEACH, CALIFORNIA 92660 (213) 485-1234
(949) 221-0600
- --------------------------------------------------------------------------------
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE(3) PRICE(4) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 Par Value (1)....... 951,159 $29.4046 $27,968,462.62 $7,775.23
=============================================================================================================
</TABLE>
(1) Includes rights to acquire common stock of Health Care Property Investors,
Inc. ("HCPI"). Those rights are associated with and trade with the shares
of common stock, par value $1.00 per share, of HCPI ("Common Stock"). The
value, if any, attributable to these rights is reflected in the market
price of HCPI common stock.
(2) 951,159 shares of Common Stock issuable pursuant to various stock option
plans of American Health Properties, Inc., ("AHP") which plans are being
assumed by HCPI in connection with the merger of AHP with and into HCPI
(the "Merger"), are being newly registered hereunder. The number of shares
issuable pursuant to such plans has been calculated pursuant to the
exchange ratio (0.78) used in connection with the Merger. Pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities Act"),
the number of shares registered hereunder includes an indeterminate number
of shares of Common Stock that may be issued in accordance with the
provisions of such plans in connection with any anti-dilution provisions or
in the event of any change in the outstanding shares of Common Stock,
including a stock dividend or stock split.
(3) Pursuant to Rule 457 of the Securities Act, the Proposed Maximum Offering
Price Per Share is based upon the weighted average exercise price per share
($29.4046) of outstanding options for 951,159 shares granted under the
Plans. The weighted average exercise price per share has been calculated in
accordance with the exchange ratio (0.78) used in connection with the
Merger.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
================================================================================
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999;
(c) Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999;
(d) Our Current Reports on Form 8-K and Form 8-K/A dated August 4, 1999,
May 3, 1999, and January 7, 1999; and
(e) The description of our Common Stock contained in our Registration
Statement on Form 10 dated May 7, 1985, including amendments dated
May 20, 1985, May 23, 1985, and July 17, 1985.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement (other than these portions of such documents
described in paragraphs (i), (k) and (l) of Item 402 of Regulation S-K
promulgated by the Commission). Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby has been passed upon for HCPI by Ballard Spahr Andrews & Ingersoll, LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our charter (the "Charter") limits the liability of our directors and
officers to us and our stockholders to the fullest extent permitted by the laws
of the State of Maryland. The Maryland General Corporation Law presently permits
the liability of directors and officers to a corporation or its stockholders for
money damages to be limited, except (i) to the extent that it is proved that the
director or officer actually received an improper benefit or profit or (ii) if
the judgment or other final adjudication is entered in a proceeding based on a
finding that the directors or officers action, or failure to act, was a result
of active or deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. The provisions of the Charter do not limit our
ability or that of our stockholders to obtain other relief, such as injunction
or rescission.
Article X of our Second Amended and Restated Bylaws (the "Bylaws")
provides that we shall indemnify and hold harmless, in the manner and to the
fullest extent permitted by law, any person who is or was a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in our right, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
3
<PAGE> 4
such person is or was our director or officer, or, as our director or officer,
is or was serving at our request as a director, officer, trustee, partner,
member, agent or employee of another corporation, partnership, limited liability
company, association, joint venture, trust, benefit plan or other enterprise. To
the fullest extent permitted by law, such indemnification shall include expenses
(including attorneys' fees), judgment, fines and amounts paid in settlement and
any such expenses may be paid by us in advance of the final disposition of such
action, suit or proceeding. However, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation. In
addition, the Maryland General Corporation Law requires a corporation, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by such corporation as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount paid
or reimbursed by us if it shall ultimately be determined that the standard of
conduct was not met.
Article X of the Bylaws further provides that we may, with the approval
of our board, provide such indemnification and advancement of expenses as set
forth in the above paragraph to our agents and employees.
Section 2-418 of the Maryland General Corporation Law requires a
corporation, unless its charter provides otherwise, which the Charter does not,
to indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. Section 2-418 of the Maryland General
Corporation Law generally permits indemnification of any director or officer
made a party to any proceedings by reason of service as a director or officer
unless it is established that (i) the act or omission of such person was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty; or (ii) such person
actually received an improper personal benefit in money, property or services;
or (iii) in the case of any criminal proceeding, such person had reasonable
cause to believe that the act or omission was unlawful. The indemnity may
include judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by, or in the right of the
corporation, indemnification is not permitted with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer
adjudged to be liable on the basis that personal benefit was improperly
received. The termination of any proceeding by conviction or upon a plea of nolo
contendere or its equivalent or an entry of an order of probation prior to
judgment creates a rebuttable presumption that the director or officer did not
meet the requisite standard of conduct required for permitted indemnification.
The termination of any proceeding by judgment, order or settlement, however,
does not create a presumption that the director or officer failed to meet the
requisite standard of conduct for permitted indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Articles of Amendment and Restatement of Health Care Property
Investors, Inc. (incorporated by reference to Exhibit 4.1 to
Health Care Property Investors, Inc.'s, Amendment No. 2 to the
Registration Statement on Form S-3 dated January 31, 1990).
4.2 Second Amended and Restated Bylaws of Health Care Property
Investors, Inc. (incorporated herein by reference to Exhibit 3.2
of Health Care Property Investors, Inc.'s Quarterly Report on
Form 10-Q for the period ended March 31, 1999).
4.3 Rights Agreement, dated as of July 5, 1990, between Health Care
Property Investors, Inc. and Manufacturers Hanover Trust Company
of California, as Rights Agent (incorporated herein by reference
to Exhibit 1 to Health Care Property Investors, Inc.'s
Registration Statement on Form 8-A filed on July 17, 1990).
4
<PAGE> 5
Exhibit
Number Description
------- -----------
4.4 American Health Properties, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Appendix A to American Health
Properties, Inc.'s Proxy Statement for its 1994 Annual Meeting
of Shareholders filed on April 8, 1994).
4.5 American Health Properties, Inc. 1990 Stock Incentive Plan
(incorporated by reference to Exhibit B to American Health
Properties, Inc.'s Proxy Statement for its 1990 Annual Meeting
of Shareholders filed on May 7, 1990).
4.6 American Health Properties, Inc. Nonqualified Stock Option Plan
for Nonemployee Directors (incorporated by reference to Appendix
B to American Health Properties, Inc.'s Proxy Statement for its
1994 Annual Meeting of Shareholders filed on April 8, 1994).
4.7 American Health Properties, Inc. 1988 Stock Option Plan
(incorporated by reference to Exhibit 28 to American Health
Properties, Inc.'s Registration Statement Form S-8 (No.
33-025781) filed on November 28, 1988).
+5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
+23.1 Consent of Arthur Andersen LLP.
+23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
+24.1 Power of Attorney with respect to Health Care Property
Investors, Inc. (included on the signature page of this
Registration Statement).
- -------------
+ Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5
<PAGE> 6
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on November
3, 1999.
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ KENNETH B. ROATH
------------------------------------
Name: Kenneth B. Roath
Title: Chairman, President and Chief
Executive Officer
7
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints Kenneth B.
Roath, James G. Reynolds and Edward J. Henning, their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments to this
Registration Statement to which this power of attorney is attached, including
any post-effective amendments as well as any related registration statement (or
amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in connection therewith, as fully to all intents and purposes as they
might and could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ KENNETH B. ROATH Chairman, President, Chief Executive November 3, 1999
- ---------------------------- Officer and Director (Principal Executive
Kenneth B. Roath Officer)
/s/ JAMES G. REYNOLDS Chief Financial Officer (Principal November 3, 1999
- ---------------------------- Financial Officer)
James G. Reynolds
/s/ DEVASIS GHOSE Senior Vice President and Treasurer November 3, 1999
- ---------------------------- (Principal Accounting Officer)
Devasis Ghose
/s/ PAUL V. COLONY Director November 3, 1999
- ----------------------------
Paul V. Colony
/s/ ROBERT R. FANNING, JR. Director November 3, 1999
- ----------------------------
Robert R. Fanning, Jr.
/s/ MICHAEL D. McKEE Director November 3, 1999
- ----------------------------
Michael D. McKee
/s/ ORVILLE E. MELBY Director November 3, 1999
- ----------------------------
Orville E. Melby
/s/ HAROLD M. MESSMER, JR. Director November 3, 1999
- ----------------------------
Harold M. Messmer, Jr.
/s/ PETER L. RHEIN Director November 3, 1999
- ----------------------------
Peter L. Rhein
</TABLE>
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
4.1 Articles of Amendment and Restatement of Health Care Property
Investors, Inc. (incorporated by reference to Exhibit 4.1 to
Health Care Property Investors, Inc.'s, Amendment No. 2 to the
Registration Statement on Form S-3 dated January 31, 1990).
4.2 Second Amended and Restated Bylaws of Health Care Property
Investors, Inc. (incorporated herein by reference to Exhibit 3.2
of Health Care Property Investors, Inc.'s Quarterly Report on
Form 10-Q for the period ended March 31, 1999).
4.3 Rights Agreement, dated as of July 5, 1990, between Health Care
Property Investors, Inc. and Manufacturers Hanover Trust Company
of California, as Rights Agent (incorporated herein by reference
to Exhibit 1 to Health Care Property Investors, Inc.'s
Registration Statement on Form 8-A filed on July 17, 1990).
4.4 American Health Properties, Inc. 1994 Stock Incentive Plan
(incorporated by reference to Appendix A to American Health
Properties, Inc.'s Proxy Statement for its 1994 Annual Meeting
of Shareholders filed on April 8, 1994).
4.5 American Health Properties, Inc. 1990 Stock Incentive Plan
(incorporated by reference to Exhibit B to American Health
Properties, Inc.'s Proxy Statement for its 1990 Annual Meeting
of Shareholders filed on May 7, 1990).
4.6 American Health Properties, Inc. Nonqualified Stock Option Plan
for Nonemployee Directors (incorporated by reference to Appendix
B to American Health Properties, Inc.'s Proxy Statement for its
1994 Annual Meeting of Shareholders filed on April 8, 1994).
4.7 American Health Properties, Inc. 1988 Stock Option Plan
(incorporated by reference to Exhibit 28 to American Health
Properties, Inc.'s Registration Statement Form S-8 (No.
33-025781) filed on November 28, 1988).
+5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
+23.1 Consent of Arthur Andersen LLP.
+23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
+24.1 Power of Attorney with respect to Health Care Property
Investors, Inc. (included on the signature page of this
Registration Statement).
</TABLE>
- -------------
+ Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
November 4, 1999
Health Care Property Investors, Inc.
4675 MacArthur Court
9th Floor
Newport Beach, California 92660
Re: Health Care Property Investors, Inc., a Maryland corporation (the
"Company") - Registration Statement on Form S-8, pertaining to up
to 951,159 shares (the "Shares") of common stock, par value one
dollar ($1.00) per share ("Common Stock"), of the Company to be
issued upon the exercise of options and rights assumed by the
Company and converted in the merger (the "Merger") of American
Health Properties, Inc., a Delaware corporation ("AHP"), with and
into the Company from options for common stock of AHP, par value
$.01 (the "AHP Common Stock"), issued under the stock option
plans of AHP (the "Options") to options for Common Stock (the
"New Options").
-----------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities
Act of 1933, as amended (the "Act"), by the Company on Form S-8 to be filed with
the Securities and Exchange Commission (the "Commission") on or about the date
hereof (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings taken and proposed to be taken by the Company in connection
with the authorization, issuance and delivery of the Shares, and for purposes of
this opinion have assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have relied upon certificates and
advice from the officers of the Company upon which we believe we are justified
in relying and on various certificates from, and documents recorded with, the
State Department of Assessments and Taxation of Maryland (the "SDAT"), including
Articles of Merger filed with the SDAT on November 4, 1999 and the charter of
the Corporation (the "Charter"), consisting of Articles of Restatement filed
with the SDAT on April 27, 1992, Articles Supplementary filed with the SDAT on
September 25, 1997, September 3, 1998 and September 24, 1999. We have also
examined the Second Amended and Restated Bylaws of the Company, the Agreement
and Plan of Merger, dated as of August 4, 1999, between the Company and AHP (the
"Merger Agreement") in the form attached as Annex A to the Registration
Statement on Form S-4 (Registration No. 333-87963) filed by the Company with the
Commission on or about September 28, 1999, and resolutions of the Board of
Directors of the Company adopted on or before the date hereof and in full force
and effect on the date hereof (the "Resolutions"); and such laws, records,
documents, certificates, opinions and instruments as we deem necessary to render
this opinion.
<PAGE> 2
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
Health Care Property Investors, Inc.
November 4, 1999
Page 2
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument, document
or certificate referred to herein on behalf of any party is duly authorized to
do so. In addition, we have assumed that none of the Shares will be issued or
transferred 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,
or in violation of the provisions of Section 4 of Article V of the Charter
entitled "Provisions for Defining, Limiting and Regulating Certain Powers of the
Corporation and the Board of Directors and Stockholders." We have further
assumed that all Options were validly issued and all New Options will be
exercised in accordance with and subject to their terms, as modified by the
Merger Agreement and the Resolutions.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion as of the date hereof that,
when such Shares are issued and delivered by the Company in exchange for the
consideration therefor and pursuant to and in accordance with the Merger
Agreement, the Charter, the Resolutions and the terms of the New Options, the
Shares will be duly authorized by all necessary corporate action on the part of
the Company, validly issued, fully paid and non-assessable.
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 Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters."
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 19, 1999
included in Health Care Property Investors, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
November 3, 1999
