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EXHIBIT 5.1
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
November 13, 2000
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")--Registration Statement on Form S-3, pertaining to One
Million Five Hundred Thousand (1,500,000) shares (the "Shares") of
common stock of the Company, par value one dollar ($1.00) per share
("Common Stock"), to be issued pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan")
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-3, filed or to be
filed with the Securities and Exchange Commission (the "Commission") on or
about November 9, 2000 and any amendments thereto, if any are to be filed with
the Commission subsequent to 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 the charter of the Company (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,
Articles of Merger filed with the SDAT on November 4, 1999, December 23, 1999,
December 27, 1999, February 25, 2000 and April 25, 2000 and Articles
Supplementary filed with the SDAT on July 28, 2000. We have also examined the
Second Amended and Restated Bylaws of the Company, resolutions of the Board of
Directors of the Company, or a committee thereof, adopted on or before the date
hereof and in full force and effect on the date hereof (the "Directors'
Resolutions"), the Registration Statement, the Plan and such other laws,
records, documents, certificates, opinions and instruments as we have deemed
necessary to render this opinion.
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. We have also assumed that all certificates submitted to us are true and
correct both when made and as of the date hereof, and that none of the Shares
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") or issued 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".
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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, the
Shares have been duly reserved and authorized for issuance by all necessary
corporate action on the part of the Company, and when such Shares are issued
and delivered by the Company upon and subject to the terms and conditions set
forth in the Plan and the Directors' Resolutions, such Shares will be duly
authorized, 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,
/s/ BALLARD SPAHR ANDREWS &
INGERSOLL, LLP
