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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 26, 1995
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact name of registrant as specified in charter)
Maryland 1-9028 95-3997619
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
4675 MacArthur Court, Suite 1170, Newport Beach, CA 92660-6429
(Address of principal executive offices)
Registrant's telephone number, including area code:
(714) 251-1211
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1.1 Underwriting Agreement, dated May 25, 1995, between the Registrant and
each of the several Underwriters named in Schedule I to such
Underwriting Agreement.
8.1 Opinion of O'Melveny & Myers re tax matters.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONWIDE HEALTH PROPERTIES, INC.
Date: May 25, 1995 By: /s/ Mark L. Desmond
----------------------------------
Name: Mark L. Desmond
Title: Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -------------
1.1 Underwriting Agreement, dated May 25, 1995, between the
Registrant and each of the several Underwriters named in Schedule
I to such Underwriting Agreement.
8.1 Opinion of O'Melveny & Myers re tax matters.
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EXHIBIT 1.1
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NATIONWIDE HEALTH PROPERTIES, INC.
1,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
New York, New York
May 25, 1995
NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
as Representatives of the
several Underwriters
c/o NatWest Securities Limited
135 Bishopsgate
London EC2M 3XT
England
Dear Sirs:
Nationwide Health Properties, Inc., a Maryland corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), 1,000,000 shares (the "Firm Securities") of the Company's
Common Stock, $0.10 par value per share ("Common Stock"). The Company has
agreed to grant to you and the other Underwriters an option (the "Option") to
purchase up to an additional 150,000 share of Common Stock. Any and all shares
of Common Stock to be issued and sold pursuant to such Option are referred to
herein as the "Option Securities," and the Firm Securities and any Option
Securities are collectively referred to herein as the "Securities." Such
Securities are to be sold to each Underwriter, acting severally and not jointly,
in such amounts as are listed in Schedule I opposite the name of each
Underwriter. If the firm or firms listed in Schedule I hereto include only the
firm or firms to which this Agreement is addressed above, then the terms
"Underwriters" and "Representatives," as used herein, each shall be deemed to
refer to such firm or firms.
1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees with, each
Underwriter that:
(i) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder, and has filed a registration
state-
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ment on such Form (Registration No. 33-64798) which has become effective,
for the registration of Common Stock, warrants, unsecured senior debt
securities, and Preferred Stock, $1.00 par value per share, under the Act
and the Rules and Regulations. Such registration statement, as declared
effective and each amendment thereto declared effective through the date of
this Agreement, meets the requirements set forth in Rule 415(a)(1) of the
Rules and Regulations and complies in all other material respects with said
Rule. The Company proposes to file with the Commission pursuant to Rule
424 of the Rules and Regulations a supplement to the form of prospectus
included in such registration statement relating to the Securities and the
plan of distribution of the Securities and has previously advised you of
all further information (financial and other) with respect to the Company
to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter
called the "Registration Statement"; such prospectus in the form in which
it appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in which
it shall be filed with the Commission pursuant to Rule 424 (including the
Basic Prospectus as so supplemented) is hereinafter called the "Final
Prospectus." Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 hereinafter is called the
"Preliminary Final Prospectus." Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement, or the issue date
of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, and the Preliminary Final Prospectus or
the Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of this Agreement, or
the issue date of the Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus, as the case may be, and deemed to be incorporated
therein by reference.
(ii) As of each of the following dates or times: (1) the date
hereof, (2) when the Final Prospectus is first filed pursuant to Rule 424
of the Rules and Regulations, (3) when, prior to the Firm Closing Date (as
hereinafter defined) or any Option Closing Date (as hereinafter defined),
as the case may be, the Registration Statement or any amendment to the
Registration Statement becomes effective (including the filing of any
document incorporated by
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reference in the Registration Statement), (4) when any supplement to the
Final Prospectus is filed with the Commission, (5) at the Firm Closing
Date, and (6) at any Option Closing Date, (i) the Registration Statement as
amended as of any such time, and the Final Prospectus or any Preliminary
Final Prospectus, as amended or supplemented as of any such time, will
comply in all material respects with the applicable requirements of the
Act, the Rules and Regulations, the Exchange Act and the rules and
regulations under the Exchange Act, (ii) the Registration Statement, as
amended as of any such time, will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading, and (iii) the Final Prospectus, as amended or supplemented as
of any such time, will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to the
information contained in or omitted from the Registration Statement or the
Final Prospectus or any amendment thereof or supplement thereto in reliance
upon and in conformity with information relating to any Underwriter
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for use in connection with the
preparation of the Registration Statement and the Final Prospectus.
(iii) The consolidated financial statements and schedules of the
Company and its Subsidiaries (as defined herein) incorporated by reference
into the Registration Statement and the Final Prospectus or any Preliminary
Final Prospectus fairly present the financial condition, results of
operations, stockholders' equity and cash flows of the Company and its
Subsidiaries as of the dates and periods therein specified. Such financial
statements and schedules have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved. The selected financial data set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, fairly
present, on the basis stated in such Annual Report, the information
included therein.
(iv) The Company has an authorized capitalization as set forth in the
Preliminary Final Prospectus. All of the issued shares of capital stock of
the Company have been duly authorized and validly issued and are fully paid
and nonassessable. The Securities have been duly authorized and, when
issued and delivered against payment therefor as provided in this
Agreement, will be validly issued, fully paid and nonassessable, and will
not be subject to any preemptive or other similar right. No person or
entity is
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entitled to have any securities registered under the Registration
Statement. The shares of capital stock of the Company conform to the
description thereof in the Basic Prospectus.
(v) The Company has full corporate power and authority to enter into
this Agreement. This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or other
similar laws affecting the rights of creditors now or hereafter in effect,
and to equitable principles that may limit the right to specific
enforcement of remedies, and except insofar as the enforceability of the
indemnity and contribution provisions contained in this Agreement may be
limited by federal or state securities laws and the public policy
underlying such laws).
(vi) The Securities have been approved for listing on the New York
Stock Exchange, subject only to notice of issuance, and the Company knows
of no reason or set of facts which is likely to adversely affect such
approval.
(vii) The Company is organized in conformity with the requirements
for qualification and as of the date hereof operates, and as of the Firm
Closing Date and any Option Closing Date will operate, in a manner that
qualifies the Company as a "real estate investment trust" (a "REIT") under
the Internal Revenue Code of 1986, as amended (the "Code"), and the rules
and regulations thereunder, and will continue to operate in such a manner
after consummation of the transactions contemplated by the Final Prospectus
and any Preliminary Final Prospectus.
(viii) The Company is a Maryland corporation in good standing under
the laws of the State of Maryland. Except for Nationwide Health Properties
Finance Corporation, a Delaware corporation, BIP Sub I, a Delaware
corporation, NHP Tucson Health Care Associates Limited Partnership, a
Delaware limited partnership, Nationwide Health Properties-Kansas, Inc., a
Kansas corporation, MLD Financial Capital Corporation, a Delaware
corporation, and MLD Texas Trust, a Texas business trust, the Company has
no Subsidiaries. For purposes of this Agreement, the term "Subsidiaries"
means any and all persons or entities which, at any given time, would be
required to be identified as a significant subsidiary of the Company in
response to Item 14 of Form 10-K of the Commission, regardless of whether
the Company is required to file an annual report on Form 10-K at such time.
Each of the Subsidiaries has been duly organized and is validly existing
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in good standing under the laws of its jurisdiction of organization; and
each of the Company and its Subsidiaries is duly qualified to transact
business as a foreign organization and is in good standing under the laws
of all other jurisdictions where the ownership or leasing of its properties
or the conduct of its business requires such qualification, except where
the failure to be so qualified would not result in a material liability or
disability to the Company and its Subsidiaries, taken as a whole.
(ix) The Company and each of its Subsidiaries have full power
(corporate and other) to own or lease their respective properties and
conduct their respective businesses as described in the Registration
Statement and the Final Prospectus; the shares of capital stock owned by
the Company which have been issued by the Company's Subsidiaries have been
duly authorized and validly issued, are fully paid and nonassessable and
are owned beneficially by the Company free and clear of any security
interests, liens, encumbrances, equities or claims.
(x) No legal or governmental proceedings are pending to which the
Company or any of its Subsidiaries is a party or to which the property of
the Company or any of its Subsidiaries is subject that are required to be
described in the Registration Statement or the Final Prospectus or any
Preliminary Final Prospectus and are not described therein and no such
proceedings have been threatened against the Company or any of its
Subsidiaries or with respect to any of their respective properties; and no
contract or other document is required to be described in the Registration
Statement or the Final Prospectus or any Preliminary Final Prospectus or to
be filed as an exhibit to the Registration Statement that is not described
therein or filed as required.
(xi) Since the respective dates as of which information is given in
the Registration Statement and the Final Prospectus or any Preliminary
Final Prospectus, except as otherwise stated therein, (A) there has been no
material adverse change in the condition (financial or other), earnings,
business or properties of the Company and its Subsidiaries, taken as a
whole, whether or not arising in the ordinary course of business, (B) there
have been no transactions entered into by the Company or any of its
Subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its Subsidiaries, taken as a
whole.
(xii) The issuance, offering and sale of the Securities to the
Underwriters by the Company pursuant to this Agreement, do not (i) require
the consent, approval, authorization, registration or qualification of or
with any governmental authority, except such as have been obtained and
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such as may be required under state securities or blue sky laws or (ii)
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any material indenture,
mortgage, deed of trust, lease or other material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries or any of their respective properties
are bound, or the charter documents or by-laws of the Company or any of its
Subsidiaries, or any statute or any judgment, decree, order, rule or
regulation of any court or other governmental authority or any arbitrator
applicable to the Company or any of its Subsidiaries.
(xiii) The Company is not required to be registered under the
Investment Company Act of 1940, as amended.
(xiv) Neither the Company nor, to its knowledge, any of its
directors, officers or controlling persons has taken, directly or
indirectly, any action intended, or which might reasonably be expected, to
cause or result in, under the Act or otherwise, or which has constituted,
stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Securities.
(xv) No default exists, and no event has occurred which, with notice
or lapse of time or both, would constitute a default in the due performance
and observance of any term, covenant or condition of any indenture,
mortgage, deed of trust, lease or other agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries or any of their respective properties is bound
or may be affected in any material adverse respect with regard to property,
business or operations of the Company and its Subsidiaries which would
require disclosure in the Registration Statement and the Final Prospectus
or any Preliminary Final Prospectus.
(b) NatWest Securities Limited ("NatWest") represents and agrees that
(i) it has not offered or sold and will not offer or sell in the United Kingdom,
by means of any document, any Securities other than to persons whose ordinary
business it is to buy or sell shares or debentures (whether as principal or
agent) or in circumstances which do not constitute an offer to the public within
the meaning of the Companies Act 1985; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Security in, from, or otherwise
involving, the United Kingdom; and (iii) it has issued or passed on and will
issue or pass on to any person in the United Kingdom any document received by it
in connection with the issue of the Securities only if that person is of a kind
described in Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemption 3) Order 1988, as amended.
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2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to issue and
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company at a purchase price of $35.625 per share,
the number of Firm Securities set forth opposite such Underwriter's name in
Schedule I hereto.
(b) The Company grants the option to the several Underwriters to
purchase, severally and not jointly, the Option Securities from the Company.
The Underwriters shall not be under any obligation to purchase any of the Option
Securities prior to any exercise of such option. The purchase price to be paid
for any Option Securities shall be the same price per share as for the Firm
Securities set forth above in subparagraph (a) of this Section 2. Such option
may be exercised only to cover over-allotments in the sale of the Firm
Securities by the Underwriters and may be exercised in whole or in part at any
time (but not more than once) on or before the 30th day after the date of this
Agreement, upon notice (the "Option Securities Notice") in writing or by
telephone (confirmed in writing) by the Representatives to the Company no later
than 5:00 p.m., New York City time, at least two and no more than seven business
days before the date specified for closing in the Option Securities Notice (the
"Option Closing Date") setting forth the aggregate number of Option Securities
to be purchased and the time and date for such purchase. On the Option Closing
Date, the Company will issue and sell to the Underwriters the number of Option
Securities set forth in the Option Securities Notice and, subject to the terms
and conditions and in reliance upon the representations and warranties herein
set forth, each Underwriter will purchase such percentage of the Option
Securities as is equal to the percentage of Firm Securities that such
Underwriter is purchasing, as adjusted by the Representatives in such manner as
they deem advisable to avoid fractional shares.
3. Delivery and Payment. Delivery of and payment for the Firm Securities
shall be made at the office of O'Melveny & Myers, counsel to the Company, 610
Newport Center Drive, Suite 1700, Newport Beach, California, at 7:00 a.m.,
California time, on June 2, 1995, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the Firm Securities
being herein called the "Firm Closing Date"). Delivery of the Firm Securities
shall be made to the Representatives at the office of Stroock & Stroock & Lavan,
counsel to the Underwriters, Seven Hanover Square, New York, New York, for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the
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purchase price by certified or official bank checks payable in Clearing House
(next-day) funds to the order of the Company.
To the extent the Option is exercised, delivery of the Option Securities
against payment by the Underwriters (in the manner specified above) will take
place at the offices specified above for the Firm Closing Date at the time and
date (which may be the Firm Closing Date) specified in the Option Securities
Notice.
Certificates evidencing the Securities shall be in definitive form,
registered in such names and in such denominations as the Representatives may
request not less than three full business days in advance of the Firm Closing
Date or the Option Closing Date, as the case may be.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives in New York, New York, not later
than 1:00 p.m. on the business day prior to the Firm Closing Date or the Option
Closing Date, as the case may be.
4. Agreements. The Company covenants and agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the Securities, the
Company will not file any amendment of the Registration Statement or
supplement (including the Final Prospectus) to the Basic Prospectus unless
the Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company will
cause the Final Prospectus to be mailed to the Commission for filing
pursuant to Rule 424 by first class certified or registered mail and will
cause the Final Prospectus to be filed with the Commission pursuant to said
Rule. During any time when a prospectus relating to the Securities is
required to be delivered under the Act, the Company will comply with all
requirements imposed upon it by the Act and the Exchange Act and the
respective rules and regulations promulgated by the Commission thereunder
to the extent necessary to permit the continuance of sales of or dealings
in the Securities in accordance with the provisions hereof and of the Final
Prospectus or any Preliminary Final Prospectus, provided, that the
Underwriters shall be obligated for any expenses thereof after nine months
from the date hereof. The Company will advise the Representatives promptly
(i) when the Final Prospectus shall have been mailed to the Commission for
filing pursuant to Rule 424, (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective, (iii) of
any request by the Commission for any amendment of the Registration
Statement or amendment of or supplement to the Final Prospectus or for any
additional information, (iv) of the
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issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening (provided
the Company has actual knowledge of any such threat) of any proceeding for
that purpose and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for sale
in any jurisdiction or the initiation or threatening (provided the Company
has actual knowledge of any such threat) of any proceeding for such
purpose. The Company will use its reasonable best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act or the Rules and Regulations, any
event occurs as a result of which the Final Prospectus or any Preliminary
Final Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in light of the circumstances under which
they were made not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act, the Rules and
Regulations, the Exchange Act or the rules and regulations of the Exchange
Act, the Company promptly will prepare and file with the Commission,
subject to the first sentence of subparagraph (a) of this Section 4, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance.
(c) The Company will make generally available to its security holders
and to the Representatives as soon as practicable, but not later than 60
days after the close of the period covered thereby, an earnings statement
(in form complying with the provisions of Rule 158 of the Rules and
Regulations) covering a twelve month period beginning not later than the
first day of the Company's fiscal quarter next following the "effective
date" (as defined in said Rule 158) of the Registration Statement.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective on or prior to the Firm Closing Date or any Option Closing Date,
as the case may be, and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act or the Rules and
Regulations, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any amendments thereof and supplements thereto as the
Representatives may reasonably request.
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(e) The Company will use its reasonable efforts to arrange for the
qualification of the Securities for offer and sale under the laws of such
jurisdictions as the Representatives may reasonably designate and will
maintain such qualifications in effect so long as required for the
distribution of the Securities; provided, however, that the Company shall
not be required to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to
general or unlimited service of process of any jurisdiction where it is not
now so subject.
(f) The Company and its executive officers will not, directly or
indirectly, without the prior written consent of NatWest, offer, sell,
distribute or otherwise dispose (or announce any offer, sale, grant or any
option to purchase or other disposition) of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock, for a period of 90 days after
the date hereof except pursuant to (i) any existing employee benefit plan
which has been approved by shareholders, (ii) the Company's 8.9% Senior
Subordinated Convertible Debentures due 2001 or the 6 1/4% Convertible
Debentures due 1999, or (iii) this Agreement.
5. Conditions to the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Firm Closing Date (including the filing of any document incorporated by
reference therein) and as of the Firm Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened; and
the Final Prospectus shall have been filed or mailed for filing with the
Commission within the time period prescribed by the Commission.
(b) The Company shall have furnished to the Representatives the
opinion of O'Melveny & Myers, counsel for the Company, dated the Firm
Closing Date, to the effect of subparagraphs (i) through (xiii) below:
(i) Each of the Company and its Subsidiaries has been duly
incorporated and is validly existing and in good standing under the
laws of its jurisdiction of
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organization and has the corporate power and corporate authority to
own its properties and conduct its business as described in the Final
Prospectus;
(ii) the Company and each of its Subsidiaries is duly qualified
to transact business as a foreign corporation and is in good standing
under the laws of all jurisdictions where the ownership or leasing of
its properties or the conduct of its business requires such
qualification, except where the failure to be so qualified would not
result in a material liability or disability to the Company and its
Subsidiaries, taken as a whole;
(iii) all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, are owned, directly or indirectly,
by the Company free and clear of any perfected security interest;
(iv) the Securities conform in all material respects to the
description thereof contained in the Basic Prospectus;
(v) authorization for the listing of the Securities on the New
York Stock Exchange has been given, subject to official notice of
issuance and evidence of satisfactory distribution;
(vi) to the best knowledge of such counsel, (a) there is no
pending or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its Subsidiaries, of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Final Prospectus, and (b) there is no franchise,
contract or other document of a character required to be described in
the Registration Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
(vii) the Registration Statement has been declared effective
under the Act; to the actual knowledge of such counsel (based on such
counsel's telephonic confirmation with the appropriate Commission
staff) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted by the Commission or, to the actual knowledge of such
counsel (based on such counsel's telephonic confirmation with the
appropriate Commission staff) threatened by the Commission; the
Registration Statement, the Final Prospectus and each
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amendment thereof or supplement thereto (other than the financial
statements and other financial and statistical information contained
therein or incorporated by reference therein, as to which such counsel
need express no opinion) comply as to form in all material respects
with the applicable requirements of the Act, the Rules and
Regulations, the Exchange Act and the rules and regulations under the
Exchange Act;
(viii) in connection with such counsel's preparation of the
Registration Statement and the Prospectus, such counsel has not
independently verified the accuracy, completeness or fairness of the
statements contained or incorporated therein, and the limitations
inherent in the examination made by such counsel and the knowledge
available to such counsel are such that such counsel is unable to
assume, and such counsel does not assume, any responsibility for the
accuracy, completeness or fairness of the statements contained or
incorporated in the Registration Statement, the Prospectus or the
documents incorporated therein. However, based on such counsel's
review of the Registration Statement, the Prospectus and such
incorporated documents and such counsel's participation in the
conferences in connection with the preparation of the Registration
Statement and the Prospectus, such counsel does not believe that the
Registration Statement and such incorporated documents, considered as
a whole as of the effective date of the Registration Statement, or the
Prospectus, as of the date thereof, contained any untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. Such
counsel need express no opinion or belief as to the financial
statements or other financial and statistical information included or
incorporated by reference in the Registration Statement or the Final
Prospectus;
(ix) this Agreement has been duly authorized, executed and
delivered by the Company;
(x) no consent, approval, authorization or order of any
California, New York, Maryland or federal court or governmental agency
or body is required for the execution and delivery of this Agreement
or the issuance and sale of the Securities by the Company under this
Agreement, except such as have been obtained under the Act and such as
may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities by the
Underwriters and
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such other approvals (specified in such opinion) as have been
obtained;
(xi) neither the issue and sale of the Securities, will conflict
with, result in a breach of, or constitute a default under the
articles of incorporation or bylaws of the Company or, to the best
knowledge of such counsel, the terms of any indenture or other
material agreement or instrument known to such counsel and to which
the Company or any of its Subsidiaries is a party or bound, or any
order or regulation known to such counsel to be applicable to the
Company or any of its Subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its Subsidiaries;
(xii) the Company has an authorized capitalization as set forth
in the Prospectus; the Securities have been duly and validly
authorized and when issued and delivered against payment therefor as
provided in this Agreement, will be validly issued, fully paid and
nonassessable and free of statutory preemptive rights; and
(xiii) such opinion regarding the qualification of the Company
under the Code and applicable regulations as a REIT as shall be
reasonably acceptable to the Representatives.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of New York, the State of California, the State of Delaware, the State of
Maryland or the United States, to the extent deemed proper and specified in
such opinion, upon the opinion of other counsel of good standing believed
to be reliable and who are reasonably satisfactory to counsel for the
Underwriters; and (B) as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and its Subsidiaries
and public officials.
(c) The Representatives shall have received from Stroock & Stroock &
Lavan, counsel for the Underwriters, such opinion or opinions, dated the
Firm Closing Date, with respect to the issuance and sale of the Securities,
the Registration Statement, the Final Prospectus and other related matters
as the Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
13
<PAGE>
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chief Executive Officer and
President or a Vice President and the principal financial or accounting
officer of the Company, dated the Firm Closing Date, to the effect that the
signers of such certificate have carefully examined the Registration
Statement, the Final Prospectus and this Agreement and that to the best of
their knowledge:
(i) the representations and warranties of the Company contained
in Section 1 of this Agreement are true and correct in all material
respects on and as of the Firm Closing Date with the same effect as if
made on the Firm Closing Date, and the Company has complied with all
the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Firm Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus, there has been no material adverse
change in the condition (financial or other), earnings, business or
properties of the Company and its Subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Final
Prospectus.
(e) At the Firm Closing Date, Arthur Andersen LLP ("AA") shall have
furnished to the Representatives a letter or letters (which may refer to
letters previously delivered to one or more of the Representatives), dated
as of the Firm Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Rules and Regulations, and with respect to
the financial and other statistical and numerical information contained in
the Registration Statement. In addition, at the time this Agreement is
executed, AA shall have furnished to the Representatives a letter or
letters, dated the date of this Agreement, in form and substance
satisfactory to the Representatives, to the effect set forth in this
subparagraph (e).
(f) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, there shall
not have been any material adverse change in the condition (financial or
other), earnings, business or properties of the Company and its
14
<PAGE>
Subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in
the Final Prospectus.
(g) Prior to the Firm Closing Date, the Company shall have furnished
to the Representatives such further information, certificates and documents
as the Representatives may reasonably request.
The respective obligations of the several Underwriters to purchase and pay
for any Option Securities shall be subject, in their discretion, to each of the
foregoing conditions to purchase the Firm Securities, except that all references
to the Firm Securities and the Firm Closing Date shall be deemed to refer to
such Option Securities and the related Option Closing Date, respectively.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date or, with respect to any Option Securities, the Option
Closing Date, by the Representatives. Notice of such cancellation shall be
given to the Company in writing or by telephone or telegraph confirmed in
writing.
6. Expenses. The Company will pay all costs and expenses incident to the
performance of its obligations under this Agreement, whether or not the
transactions contemplated herein are consummated or this Agreement is terminated
pursuant to Section 9 hereof, including, without limitation, all costs and
expenses incident to (i) the printing or other production of all documents with
respect to the transactions, including any costs of printing the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus and the Final
Prospectus and any amendment or supplement thereto, this Agreement and any blue
sky memoranda, (ii) all arrangements relating to the delivery to the
Underwriters of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, accountants and any other experts or advisors
retained by the Company, (iv) preparation, issuance and delivery to the
Underwriters of any certificates evidencing the Securities, including transfer
agent's and registrar's fees, (v) the qualification of the Securities under
state securities and blue sky laws, including filing fees and fees and
disbursements of counsel for the Underwriters relating thereto, (vi) the filing
fees of the Commission and the National Association of Securities Dealers, Inc.
relating to the Securities, (vii) the listing of the Securities on the New York
Stock Exchange and (viii) meetings with prospective investors in the Securities
(other than as shall have
15
<PAGE>
been specifically approved by the Representatives to be paid for by the
Underwriters). If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 5 hereof is not satisfied, because this Agreement is terminated
pursuant to Section 9 hereof or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the Underwriters,
the Company will reimburse the Underwriters severally upon demand for all out-
of-pocket expenses (including reasonable fees and disbursements of counsel) that
shall have been incurred by them in connection with the proposed purchase and
sale of the Securities.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in (A) the registration statement originally filed with
respect to the Securities or any amendment thereto, the Prospectus or any
amendment or supplement thereto or (B) any application or other document, or any
amendment or supplement thereto, executed by the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to qualify the Securities under the securities or blue sky laws thereof
or filed with the Commission or any securities association or securities
exchange (each an "Application") or (iii) the omission or alleged omission to
state in such registration statement or any amendment thereto, the Prospectus or
any amendment or supplement thereto, or any Application a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse, as incurred, each such indemnified party for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation
thereof, (ii) such indemnity with respect to the Basic Prospectus or any
Preliminary Final Prospectus shall not inure to the benefit of any Underwriter
(or
16
<PAGE>
any person controlling such Underwriter) from whom the person asserting any such
loss, claim, damage or liability purchased the Securities which are the subject
thereof if such person did not receive a copy of the Final Prospectus (or the
Final Prospectus as amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is required by the Act
and the untrue statement or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was corrected in the Final
Prospectus (or the Final Prospectus as amended or supplemented), unless such
failure was the result of noncompliance by the Company with Section 4(v) hereof,
and (iii) such indemnity shall not cover any such loss, claim, damage or
liability which is held in a final judgment of a court to have arisen out of the
gross negligence or willful misconduct of any Underwriter. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity in subsections (i) and (ii) from the Company
to each Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of such Underwriter
through the Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any Underwriter may otherwise have. The
Company acknowledges that for all purposes of this Agreement the statements set
forth in the last paragraph of the cover page and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary Final Prospectus or
the Final Prospectus constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the documents referred to
in the foregoing indemnity, and the Underwriters confirm that such statements
are correct.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 7. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with
17
<PAGE>
counsel satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of subparagraph
(a), representing the indemnified parties under subparagraph (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that if clause (i) or
(iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). After such notice from the
indemnifying party to such indemnified party, the indemnifying party will not be
liable for the costs and expenses of any settlement of such action effected by
such indemnified party without the consent of the indemnifying party, unless
such indemnified party waived its rights under this Section 7 in which case the
indemnified party may effect such a settlement without such consent.
(d) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 7 is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from the
offering of the Securities or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits
but also the
18
<PAGE>
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative benefits received by
the Company on the one hand and the Underwriters on the other shall be deemed to
be in the same proportion as the total proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Underwriters, the parties' relative intents, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
and any other equitable considerations appropriate in the circumstances. The
Company and the Underwriters agree that it would not be equitable if the amount
of such contribution were determined by pro rata or per capita allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (d).
Notwithstanding any other provision of this paragraph (d), no Underwriter shall
be obligated to make contributions hereunder that in the aggregate exceed the
total underwriting discounts received by it with respect to the Securities
purchased by such Underwriter under this Agreement, less the aggregate amount of
any damages that such Underwriter has otherwise been required to pay in respect
of the same or any substantially similar claim, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
hereunder are several in proportion to their respective underwriting obligations
and not joint, and contributions among Underwriters shall be governed by the
provisions of the Agreement Among Underwriters. For purposes of this paragraph
(d), each person, if any, who controls an Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Underwriter, and each director of the Company,
each officer of the Company who signed the Registration Statement, each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, shall have the same rights to contribution as
the Company.
8. Default of Underwriters. If one or more Underwriters default in their
obligations to purchase Firm Securities or Option Securities hereunder and the
aggregate number of such Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase is ten percent or less of the
aggregate number of Firm Securities or Option Securities to be purchased by all
of the
19
<PAGE>
Underwriters at such time hereunder, the other Underwriters may make
arrangements satisfactory to the Representatives for the purchase of such
Securities by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives), but if no such arrangements are
made by the Firm Closing Date or the related Option Closing Date, as the case
may be, the other Underwriters shall be obligated severally in proportion to
their respective commitments hereunder to purchase the Firm Securities or Option
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If one or more Underwriters so default with respect to an aggregate
number of Securities that is more than ten percent of the aggregate number of
Firm Securities or Option Securities, as the case may be, to be purchased by all
of the Underwriters at such time hereunder, and if arrangements satisfactory to
the Representatives are not made within 36 hours after such default for the
purchase by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives) of the Securities with respect to
which such default occurs, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter or the Company other than as provided
in Section 9 hereof. In the event of any default by one or more Underwriters as
described in this Section 8, the Representatives shall have the right to
postpone the Firm Closing Date or the Option Closing Date, as the case may be,
for not more than seven business days in order that any necessary changes may be
made in the arrangements or documents for the purchase and delivery of the Firm
Securities or Option Securities, as the case may be. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section 8. Nothing herein shall relieve any defaulting Underwriter from
liability for its default.
9. Termination. This Agreement may be terminated with respect to the
Firm Securities or any Option Securities in the sole judgment of the
Representatives, by notice given to the Company prior to delivery of and payment
for the Firm Securities or any Option Securities, or if prior to such time (i)
trading in any of the equity securities of the Company shall have been suspended
by the Commission or by an exchange that lists the securities or the Common
Stock or trading in securities generally on the New York Stock Exchange or the
International Stock Exchange of the United Kingdom shall have been suspended or
limited or minimum or maximum prices shall have been generally established on
any such exchanges, or additional material governmental restrictions, not in
force on the date of this Agreement, shall have been imposed upon trading in
securities generally by any of such exchanges or by order of the Commission or
any court on other governmental authority, (ii) a banking moratorium shall have
been declared by New York, United Kingdom or United States authorities or (iii)
there shall have occurred any material adverse change in the financial or
securities markets in the United States or the United Kingdom or any outbreak or
material escalation of
20
<PAGE>
hostilities or declaration by the United States or the United Kingdom of a
national emergency or war or other calamity or crisis, the effect of any which
is such as to make it, in the judgment of the Representatives, impracticable or
inadvisable to market the Securities on the terms and in the manner contemplated
by the Final Prospectus.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Section 6 and 7 hereof and this Section 10 shall survive the termination or
cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of the Underwriters, shall be
mailed, delivered or telecopied and confirmed in writing to NatWest Securities
Limited, 135 Bishopsgate, London EC2M 3XT, England, Attn: Mr. Melvyn Rowe, with
a copy to: Stroock & Stroock & Lavan, Seven Hanover Square, New York, New York
10004-2696, Attn: James R. Tanenbaum, Esq.; or, if sent to the Company, will be
mailed, delivered or telecopied and confirmed in writing to it at Nationwide
Health Properties, Inc., 4675 MacArthur Court, Suite 1170, Newport Beach,
California 92660, attention of the Company's Secretary, with a copy to:
O'Melveny & Myers, 610 Newport Center Drive, Suite 1700, Newport Beach,
California 92660-6429, Attn: Gary J. Singer, Esq.
12. Successors. This Agreement shall inure to the benefit of and shall be
binding upon the several Underwriters, the Company and their respective
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Company contained in Section 7 of this Agreement shall
also be for the benefit of any person or persons who control any Underwriter
within the meaning of Section 15 of the Act and (ii) the indemnities of the
Underwriters contained in Section 7 of this Agreement shall also be for the
benefit of the directors of the Company, the officers of the Company who have
signed the Registration Statement and any person or persons who control the
Company within the meaning of Section 15 of the Act. No purchaser of Securities
from any Underwriter shall be deemed a successor because of such purchase.
21
<PAGE>
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to principles of conflict of laws.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
22
<PAGE>
Please confirm that the foregoing correctly sets forth the agreement among
the Company and the several Underwriters.
Very truly yours,
NATIONWIDE HEALTH PROPERTIES, INC.
By: /s/ Gary Stark
-------------------------------
Name: Gary Stark
Title: Vice President
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first above-mentioned.
NATWEST SECURITIES LIMITED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
For themselves and the other
several Underwriters, if any,
named in Schedule I to the
foregoing Agreement
By: NATWEST SECURITIES LIMITED
By: /s/ Paul Pfolkes Davis
--------------------------------
Name: Paul Pfolkes Davis
Title: Managing Director,
Equity Capital Markets
For itself and the other Representatives
23
<PAGE>
SCHEDULE I
Amount
of Securities to
Underwriters be Purchased
- ------------ ----------------
NatWest Securities Limited
Dean Witter Reynolds Inc.
PaineWebber Incorporated
----------
Total...................................................... 1,000,000
==========
1
<PAGE>
EXHIBIT 8.1
<PAGE>
[LETTERHEAD OF O'MELVENY & MYERS APPEARS HERE]
June
2nd
1 9 9 5
Nationwide Health Properties, Inc. 614,055-076
4675 MacArthur Court, Suite 1170
Newport Beach, California 92660 NB1-225712.V1
Re: Nationwide Health Properties, Inc. - Form S-3 Registration
Statement (File No. 33-64798)
Gentlemen:
In connection with the proposed offering of up to 1,150,000 shares of
the common stock (the "Common Stock") of Nationwide Health Properties, Inc., a
Maryland corporation (the "Company"), under the above Registration Statement,
you have requested our opinion whether the Company qualified as a real estate
investment trust (a "REIT") under sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), for its taxable year ended
December 31, 1994 and whether it will continue to so qualify if it operates
subsequent to March 31, 1995 in the same manner as it has prior to that date.
You have also asked our opinion whether the Company should be treated as the
owner of the properties listed in Exhibit A attached hereto (the "Properties")
for federal income tax purposes and whether the leases with respect to such
Properties (the "Leases") should be treated as true leases, and not financing
arrangements, for such purposes.
As of May 11, 1995, we delivered our opinion (the "5/11/95 Opinion")
concerning the qualification of the Company as a REIT for its taxable year ended
December 31, 1994 and its continuing qualifications as a REIT if it operated
subsequent to March 31, 1995 in the same manner as it had prior to that date. A
copy of the 5/11/95 Opinion is attached hereto. The 5/11/95 Opinion, and the
certificates, documents and other materials referred to therein, are hereby
incorporated by reference. Since May 11, 1995, there have been delivered to us
certain certificates and schedules prepared and executed by Company personnel,
<PAGE>
Page 2--Nationwide Health Properties, Inc.--June 2, 1995
setting forth certain factual representations regarding the Company and its
assets and operations. This opinion specifically relies on such documents,
certificates and schedules and assumes that the facts represented therein will
not change in any material way so long as the Company seeks to qualify as a
REIT.
On the basis of the foregoing and subject to all of the
qualifications, conditions and factual assumptions set forth in the 5/11/95
Opinion, we are of the opinion that for the calendar year 1994, the Company met
each of the requirements for qualification as a REIT, and if the Company
operates subsequent to March 31, 1995 in the same manner as it has prior to such
date, it will continue to so qualify, provided that the various tests for
qualification as a REIT relating to its income, assets, distributions, ownership
and certain administrative matters are satisfied in those years. However, we
are unable to opine whether the Company will actually continue to qualify as a
REIT because such qualification will depend on future transactions and events
which cannot be known at this time.
We also wish to advise you that on the basis of and in reliance on the
foregoing and on the facts set forth in the Prospectus, dated July 12, 1993, and
the Prospectus Supplement, dated May 25, 1995, relating to the Common Stock, it
is the opinion of O'Melveny & Myers that under current law, including relevant
statutes, regulations, and judicial and administrative precedent (which law is
subject to change on a retroactive basis), a court, more likely than not, would
hold that the Company would be treated as the owner of the Properties for
federal income tax purposes and the Leases would be treated as true leases, and
not financing arrangements, for such purposes. You should be aware that this
opinion is not binding on the Internal Revenue Service and no assurance can be
given that the Internal Revenue Service may not successfully challenge the
conclusions set forth in this opinion. If the Internal Revenue Service
successfully challenged such conclusions, the Company would not be entitled to
claim depreciation with respect to the Properties and might be compelled to make
deficiency dividends to satisfy the 95% dividend distribution requirement or
lose its REIT status.
We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement, dated May 25, 1995, of the Company and to the reference
to our name under the heading "Legal Matters" in the Prospectus Supplement.
Respectfully submitted,
/s/ O'Melveny & Myers
<PAGE>
EXHIBIT A
NATIONWIDE HEALTH PROPERTIES FACILITY LIST (Owned 1/1/95 through 3/31/95)
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
95 Oakridge Convalescent Center 1042 Oak Drive Richmond IN Beverly
98 Petersburg Health Care Center Pike Avenue, P.O. Box 273 Petersburg IN Beverly
142 Country House 1042 S. White Avenue Pomona CA Beverly
180 Pensacola Health Care Facility 1717 W. Avery Street Pensacola FL Beverly
202 The Cedars Nursing Home 1242 Cedars Court Charlottesville VA Beverly
204 Sleepy Hollow Manor 6700 Columbia Pike Annandale VA Beverly
235 Lakewood Manor 1510 Hebron Street Hendersonville NC Beverly
248 Walnut Hill Convalescent Center 287 South Boulevard Petersburg VA Beverly
249 Battlefield Park Convalescent Center 250 Flank Road Petersburg VA Beverly
271 Colton Villa 750 Dual Highway Hagerstown MD Beverly
272 Cumberland Villa Nursing Center 512 Winifred Road Cumberland MD Beverly
274 Westminster Nursing & Conv Center 1234 Washington Boulevard Westminster MD Beverly
325 Continental Manor of Wisconsin Dells 300 Race Street Wisconsin Dells WI Beverly
376 Tomah Care Center 1505 Butts Avenue Tomah WI Beverly
396 Prairie Haven Nursing Home North Highway 36 Kensington KS Beverly
446 Maryville Health Care Center 524 N. Laura Maryville MO Beverly
455 Manhattan Convalescent Center 4610 S. Manhattan Avenue Tampa FL Beverly
499 Suwanee Health Care Center 1620 Helvenston Ext. Live Oak FL Beverly
518 Covington Heights Health Care Center 3900 Cathie Avenue Sioux Falls SD Beverly
796 Park Lake Nursing and Rehab 1700 Monroe Avenue, POB 1 Winter Park FL Beverly
799 Andrew Care Home 1215 South 9th Street Minneapolis MN Beverly
810 Fairbault Manor Healthcare Center 1738 Hulett Avenue N. Fairbault MN Beverly
850 Ashwood Health Care Center 500 Russell Street Willmar MN Beverly
989 Tabor Street Nursing Home 19 Tabor Street New Bedford MA Beverly
991 Cape Cod Nursing Home 27 Lewis Point Road, POB H Buzzards Bay MA Beverly
1126 Jacksonville Convalescent Manor 1320 W. Braden Jacksonville AR Beverly
1126 Arkansas Healthcare Nursing Center 909 Golflinks Road Hot Springs AR Beverly
1305 El Paso Convalescent Center 11525 Vista del Sol Drive El Paso TX Beverly
1331 Leisure Lodge of Gilmer 1704 Bradford Gilmer TX Healthcare Centers of Texas
2069 Wellesley Manor Nursing Home 878 Worcester Street Wellesley MA Beverly
2129 Advantage Therapy & Nursing 511 S. 13th Street Ft. Pierce FL Beverly
2601 Highland Healthcare Center 2997 St. Anthony Drive Green Bay WI Beverly
2602 Riverside Nursing Home 100 Scherer Avenue Oconio WI Beverly
2604 Chilton Village 810 Memorial Drive Chilton WI Beverly
2606 Western Village 1640 Shawano Avenue Green Bay WI Beverly
2607 Florence Villa 1000 Chapin Street Florence WI Beverly
2628 Golden Acres 500 Western Street Onaga KS Beverly
2817 Shorewood Heights 3710 N. Oakland Avenue Shorewood WI Beverly
2818 South Shore Manor 1916 E. Tripoli Avenue St. Francis WI Beverly
2819 Greendale Health Care Center 3129 Michigan Avenue Sheboygan WI Beverly
2828 Clearview Manor Conv & Rehab Center 6844 Portland Avenue Tacoma WA Beverly
2853 Lantern Park Manor Nursing Home College Dr. & Franklin Ave. Colby KS Beverly
2855 Oakley Manor 615 Price Street Oakley KS Beverly
2858 Highland Acres 130 E. Lake Street Winsted CT Beverly
2859 West Wynde Nursing Center 555 Saw Mill Road West Haven CT Beverly
2860 Greenwood Health Center 5 Greenwood Street Torrington CT Beverly
2895 Ostrander Nursing Home Second & Minnesota Streets Ostrander MN Beverly
2923 Owatonna Health Care Center 201 S.W. 18th Street Owatonna MN Beverly
2930 Meadow Glade Manor 11117 N.E. 139th Street Battleground WA Eagle Healthcare Inc.
2994 Renfro Nursing Home 1413 W. Main Waxahachie TX Healthcare Centers of Texas
2856 Pleasant Manor 301 W. Taft Avenue Sapulpa OK Medi-Plex II
2857 Sunset Estates 501 W. King Street Maud OK Medi-Plex II
2947 Willow Haven 1301 N. 5th Street Tonkawa OK Medi-Plex II
275 Wellington Manor 9211 Stuart Lane Clinton MD Global Nursing Center
1413 Texarkana Nursing Center 4920 Elizabeth Street Texarkana TX BritWill HealthCare & Co.
474 Corvallis Care Center 980 NW Spruce Street Corvallis OR Pinnacle Healthcare
475 Hillside Heights Care Center 1201 McLean Boulevard Eugene OR Pinnacle Healthcare
476 Green Valley Care Center 1735 Adkins Street Eugene OR Pinnacle Healthcare
477 Laurelhurst Care Center 2827 SE Salmon Portland OR Marquis Quality Management
753 Jacksonville Convalescent Center 730 College Street Jacksonville FL BAT Enterprises
1334 Red River Haven Nursing Center 319 Terrace Road Bogota TX Healthcare Centers of Texas, Inc.
2824 Extend-A-Care Torrington 225 Wyoming Avenue Torrington CT Sun Health
2852 Suburban Acres Nursing Center 3901 Elysian Park Road Marshall TX Marshall Healthcare, Inc.
2934 Harral's Nursing Home 820 Sprague Avenue Buhl ID Northwest-BEC Corp.
2975 University Nursing Center 2030 University Drive McKinney TX Healthcare Centers of Texas, Inc.
3123 Lakewood Nursing Center 285 River Avenue Lakewood NJ Micheal Konig (Beverly sub-lease)
3397 Hopkins Healthcare 724 County Road 18 Minneapolis MN Health Dimensions (Beverly sub-lease)
3393 Central Care Center 1828 Central Ave., N.E. Minneapolis MN Health Dimensions (Beverly sub-lease)
3400 La Salle Convalescent Home 1920 La Salle Avenue Minneapolis MN Health Dimensions (Beverly sub-lease)
3406 Osseo Healthcare Center 525 2nd Street SE Osseo MN Health Dimensions (Beverly sub-lease)
1 Chowchilla Convalescent Center 1010 Venture Avenue Chowchilla CA Beverly
4 Prescott (Meadow Pk, PPR Trea) 860 Dougherty Street Prescott AZ Southwestern Medical Center
5 Meridian Point 11250 N. 92nd Street Scottsdale AZ Rehab Systems
6 San Antonio Convalescent Center 921 Nolan Street San Antonio TX Living Centers of Texas
7 Broadway Lodge 1841 Flamingo San Antonio TX Living Centers of Texas
A-1
</TABLE>
<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
8 Heritage House 200 Heritage Lane Eagle Lake TX Living Centers of Texas
9 Oak Manor 1200 Ferguson Nacogdoches TX Living Centers of Texas
10 Green Acres 2000 Beaumont Baytown TX Living Centers of Texas
11 Allenbrook 4109 Allenbrook Drive Baytown TX Living Centers of Texas
12 Green Acres 625 Meadowland Street Bridge City TX Living Centers of Texas
13 Green Acres 1302 Iverness Huntsville TX Living Centers of Texas
14 Carrollton Manor 1618 Kirby Street Carrollton TX Long Term Care of Texas
15 Green Acres 501 Timpson Center TX Living Centers of Texas
16 Castle Manor 1922 Castle Drive Garland TX Living Centers of Texas
17 Green Acres 93 Isaacs Road Humble TX Living Centers of Texas
3 Arbors East 5500 E. Broad Street Columbus OH Arbor Healthcare
2 Auburn Manor 375 Glenn Avenue Wash Ct House OH Horizon
18 Boardman Community Care Ctr. 5665 South Avenue Boardman OH Horizon
19 Rosewood Manor 935 Rosewood Drive Gallon OH Horizon
20 Horizon Village 2473 North Road, N.E. Warren OH Horizon
21 Ro-Ker Nursing Home 1495 South Freshley Road Alliance OH Horizon
22 Casa Delmar of Scottsdale 3333 N. Civic Center Plaza Scottsdale AZ Sun Health
23 Life Care Center of N. Glendale 13620 North 55th Avenue Glendale AZ LifeCare Center of America, Inc.
24 Life Care Center of Rochester 827 West 13th Street Rochester IN LifeCare Center of America, Inc.
25 Wabash Healthcare Center 600 Washington Street Wabash IN Evergreen
26 New Castle Healthcare Center 990 North 16th Street New Castle IN Evergreen
27 Christopher East 4301 Washington Avenue Evansville IN Evergreen
28 Care Inn Lasalle 1445 Chartres Street Lasalle IL Evergreen
29 Care Inn Litchfield 1285 East Union Avenue Litchfield IL Evergreen
30 Driftwood Manor 19700 Hesperian Blvd. Hayward CA Grancare
31 Driftwood Gilroy 8170 Murray Avenue Gilroy CA Pleasant Care
32 Driftwood Convalescent Hospital 2065 Los Gatos-Almaden R San Jose CA Grancare
33 Driftwood Healthcare 675 24th Avenue Santa Cruz CA Grancare
34 Hearthstone of Northern Nevada 1950 Baring Blvd. Sparks NV Horizon
35 Lifecare Center of Gwinnett 147 Lester Road Lawrenceville GA LifeCare Center of America, Inc.
36 Westview Manor 1145 Westview Derby KS Liberty
37 Southern Arizona Rehab. 1921 West Hospital Dr. Tucson AZ Continental
38 Orange Park Conv. Ctr. 5017 E. Chapman Orange CA Integrated Health Services
39 Brookville Healthcare Center 273 Main St. Brookville IN Liberty
41 Belleville Health Care Center 2626 Wesleyan Drive Belleville KS Liberty
40 Georgian Court 2826 Meadow Lark Dr. San Diego CA Golden State Health Care Centers, Inc.
42 Beechnut Manor 12777 Beechnut Houston TX Living Centers
43 Breezeway 2229 N. Carroll Gladewater TX Sun Health
44 Oak Manor-Linden 1205 W. Houston Linden TX Sun Health
45 New Boston Nursing Center 210 Rice Street New Boston TX Sun Health
46 Sherman Nursing Center 817 West Center Sherman TX Sun Health
47 Elmwood Nursing Home 16128 Jiles Street Omaha TX Sun Health
48 Pleasant Oaks 1606 Memorial Mount Pleasant TX Sun Health
49 General Care Center 111 Ussery Road Clarksville TN American Health Centers
50 Crestview Health Care Center 704 Dupree Street Brownsville TN American Health Centers
51 Four Oaks Health Care Center 1101 Persimmon Ridge Road Jonesborough TN American Health Centers
52 McNairy County Health Care Center Highway 64 Bypass Selmer TN American Health Centers
53 Clay County Manor Highway 53, Pitcock Lane Celina TN American Health Centers
54 Rosewood Manor of Columbia 1400 Rosewood Drive Columbia TN American Health Centers
55 VanAyer Manor Nursing Center 640 Hannings Lane Martin TN American Health Centers
56 Lewis County Manor 605 W. Main Street Hohenwald TN American Health Centers
57 Regent Park Manor Nursing Home 41 Libby Street Brockton MA American Health Centers
58 Kenoza Manor Convalescent Home 190 North Street Haverhill MA American Health Centers
59 Haverhill Manor Nursing Home 100 Lawrence Street Haverhill MA American Health Centers
60 Pinnacle Care Center 1007 Johnston Salina KS Liberty
61 Oakwood Villa 2301 Severance Hutchinson KS Liberty
62 Devonshire Acres 1330 N. Syndey/P.O. Box 39 Sterling CO Chancellor Health Care, Inc.
63 Ojai Valley Community Hospital 1306 Maricopa Highway Ojai CA Brim
64 Hacienda de Monterey 44600 Monterey Avenue Palm Desert CA ARV Housing Group, Inc.
65 Palm Court 44600 Monterey Avenue Palm Desert CA Grancare
66 Life Care Center of Merrimack Valley 80 Boston Road, Rte. 3A N. Bellerica MA LifeCare Center of America, Inc.
67 Retirement in at Quail Ridge 12401 Trail Oaks Drive Oklahoma City OK Brim
68 Retirement in at Forest Lane 2920 Forest Lane Dallas TX Brim
69 Richmond Beach 19235 15th Avenue NW Seattle WA Sun Health
71 Terrace Heights Nursing Center 1100 East Nelson Rd. Moses Lake WA Sun Health
70 Lake Ridge Special Care Center 817 East Plum Moses Lake WA Sun Health
72 Bloomfield Manor 16 Coventry Street Bloomfield CT Sun Health
73 Oakwood Care Center 142 Bigelow Street Brighton MA Sun Health
74 Lakeland Hills Nursing Home 1919 Lakeland Hills Blvd. Lakeland FL Sun Health
75 Kinghaven Manor 14800 King Road Riverview MI ARV Housing Group, Inc.
76 Mallard Cove Manor 1410 Mallard Cove Manor Sharonville OH ARV Housing Group, Inc.
</TABLE>
A-2
<PAGE>
OFFICER'S CERTIFICATE
The undersigned, as the Vice President, Treasurer and Principal
Financial and Accounting Officer of Nationwide Health Properties, Inc. (the
"Company"), hereby certifies that, to the best of his information and belief,
the representations set forth below are true and correct, and hereby affirms the
accuracy of such other representations upon which O'Melveny & Myers has relied
in rendering its tax opinion addressed to the Company, to which this Certificate
is attached.
1. In connection with O'Melveny & Myers' tax opinion with respect to
the proposed offering of up to 1,150,000 shares of the common stock (the "Common
Stock") of the Company under Form S-3, Registration Statement (File No. 33-
64798), O'Melveny & Myers has been provided with representations concerning, and
schedules of (a) the gross income and the estimated gross income for federal
income tax purposes of the Company for calendar years 1994 and 1995,
respectively (including actual and estimated dividend dates and amounts in and
for calendar years 1994 and 1995), which representations and schedules evidence
the Company's compliance and expected compliance with the 75%, 95% and 30% gross
income tests applicable to REITs and its compliance and expected compliance with
the 95% distribution requirement applicable to REITs in calendar years 1994 and
1995 and (b) the values of the assets owned by the Company at the end of the
quarter commencing January 1, 1995 and ending March 31, 1995.
2. For the Company to qualify as a REIT, no more than 50% in value of
its outstanding stock may be owned, directly or "constructively" (as defined by
section 544(a) and modified by section 856(h)(1)(B) of the Code), by five or
fewer "individuals" (as defined by section 542(a)(2) of the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Since its inception, the Company has satisfied the foregoing requirement.
Moreover, the Company intends to monitor closely the actual ownership of its
common stock so as to continue to do so.
3. The Company has not sold or otherwise disposed of any Properties
(as defined below) in the period commencing January 1, 1995 and ending March 31,
1995.
4. Each of the Leases (as defined below) was entered into by the
Company concurrently or substantially concurrently with the acquisition by the
Company of the Properties with respect to such Leases.
5. The Company has monitored, and will continue to monitor, closely
any sales of the Properties so as to satisfy the 30% gross income test
applicable to REITs.
1
<PAGE>
6. None of the Leases calls for rent to be received from a tenant
that is attributable to personal property which is leased under, or in
connection with, a lease of real property in excess of 15% of the total rent for
the taxable year attributable to both the real and personal property leased
under, or in connection with, such Leases.
7. None of the Leases with respect to any Properties calls for the
payment of rent based in whole or in part on the income or profits derived by
any person from such Properties. Under certain of the Leases, the Company is
entitled to "additional rent" measured by a specified percentage of the gross
revenues (the "specified percentage") attributable to the underlying Properties
in excess of gross revenues of such Properties earned during a base period (the
"base period determinable amount") subject to certain limitations. This lease
rental formula was designed to allow the Company to participate in the "gross
revenues" of the tenant and not in such tenant's net profits or income. The
"base period determinable amount" for each Lease does not depend in whole or in
part on the income or profits of the tenant or any subtenant thereof. Moreover,
the "specified percentage" and "base period determinable amount" for each Lease
was fixed at the time the Lease was entered into and no change in "specified
percentage" or "base period determinable amount" was renegotiated during the
term of any Lease in a manner which had the effect of basing rent on the income
or profits of the tenant or subtenant.
8. The Company has been advised, or in each case has individually
determined, that at the time each of the Leases was executed, each of the
underlying Properties, with good care and maintenance, had a remaining economic
life span of at least 20% in excess of its Lease term (including fixed rate or
maximum minimum rent option terms) and that the expected value of each of these
Properties (excluding inflation or deflation) at the end of the applicable Lease
term was expected to be at least equal to 20% of each Property's initial
purchase price.
9. In those Leases which contain purchase options in favor of the
tenant which provide for capped or fixed option prices, such capped or fixed
option prices represent a reasonable arm's-length estimate of the fair market
value of the Property subject to the purchase option at the time such option may
be exercised.
10. At the time the Leases were entered into, no improvements or
modifications to the Properties were required in order to complete the
Properties for their intended uses.
11. Effective as of December 31, 1994, the Company and a wholly-owned
subsidiary of the Company transferred all of their Properties located in Texas,
and all of their loans secured by properties located in Texas to the MLD Texas
Trust, a Delaware
2
<PAGE>
business trust (the "Trust"). The Company has furnished O'Melveny & Myers a
true and correct copy of the Trust's Trust Agreement (the "Trust Agreement").
The Trust Agreement has not been amended or terminated. At all times since the
inception of the Trust, the Company has owned 100% of the beneficial interest in
the Trust. No third party has any right to obtain any kind of an interest in
and to the Trust. The Trust is not a successor to any other entity. The
Company intends to treat the Trust as a corporation for federal income tax
purposes.
12. The Company has operated and will continue to operate in
accordance with the manner specified in the Registration Statement.
13. The Company will take all steps, including, but not limited to,
the declaration and payment of deficiency dividends, to the extent necessary to
maintain its status as a REIT.
14. Under each of the mortgage loans held by the Company during the
period commencing January 1, 1995 and ending March 31, 1995, (a) amounts
received or accrued, directly or indirectly, with respect to such mortgage loans
are fixed, vary based on an objective index or are based on a fixed percentage
or percentages of receipts or sales, including gross revenues (as determined in
a manner similar to that set forth in paragraph 7 above), and do not depend in
whole or in part on the net income or profits of any person; (b) at the time the
commitment by the Company to make or to purchase such mortgage loans became
binding on the Company, the fair market value of each property (or properties)
securing each of such mortgage loans equaled or exceeded the principal amount of
the loan which it (or they) secure(s); and (c) none of such mortgage loans
contains any provision entitling the Company to receive a specified portion of
any gain realized on the sale or exchange of the property (or properties)
securing each of such mortgage loans (or of any gain which would be realized if
the property were sold on a specified date) (i.e., a "shared appreciation
provision").
15. The Company has furnished O'Melveny & Myers with all factual
information for purposes of or in connection with its tax opinion which, taken
as a whole, is true, accurate and complete in all material respects on the date
as of which such information is dated or certified in light of the circumstances
under which such information was provided.
16. Each of the statements and representations set forth in
paragraphs 1-16 of the Officer's Certificate of Mark L. Desmond, dated May 11,
1995 (a copy of which is attached hereto), continues to be true and correct as
of the date hereof.
For the purposes of this Officer's Certificate, Properties means any
facilities owned by the Company at any time
3
<PAGE>
during the period commencing January 1, 1995 and ending March 31, 1995. A list
of such Properties is attached as Exhibit A. The Company leases these
Properties (the "Leases") to various operators.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed as of this 2nd day of June, 1995.
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland Corporation
By:/s/ Mark L. Desmond
----------------------------------
Mark L. Desmond
Vice President, Treasurer
and Principal Financial and
Accounting Officer
4
<PAGE>
OFFICER'S CERTIFICATE
The undersigned, as the Vice President, Treasurer and Principal
Financial and Accounting Officer of Nationwide Health Properties, Inc. (the
"Company"), hereby certifies that, to the best of his information and belief,
the representations set forth below are true and correct, and hereby affirms the
accuracy of such other representations upon which O'Melveny & Myers has relied
in rendering its tax opinion addressed to the Company, to which this Certificate
is attached.
1. In connection with O'Melveny & Myers' tax opinion with respect to
the proposed offering of up to $100,000,000 aggregate principal amount (except
that with respect to Medium-Term Notes sold at or discount, the initial offering
price shall be used for purposes of such limitation) of the Company's Medium-
Term Notes, under Form S-3, Registration Statement (File No. 33-54870),
O'Melveny & Myers has been provided with representations concerning, and
schedules of (a) the gross income and the estimated gross income for federal
income tax purposes of the Company for calendar years 1994 and 1995,
respectively (including actual and estimated dividend dates and amounts in and
for calendar years 1994 and 1995), which representations and schedules evidence
the Company's compliance and expected compliance with the 75%, 95% and 30% gross
income tests applicable to REITs and its compliance and expected compliance with
the 95% distribution requirement applicable to REITs in calendar years 1994 and
1995 and (b) the values of the assets owned by the Company at the end of the
quarter commencing January 1, 1995 and ending March 31, 1995.
2. For the Company to qualify as a REIT, no more than 50% in value of
its outstanding stock may be owned, directly or "constructively" (as defined by
section 544(a) and modified by section 856(h)(1)(B) of the Code), by five or
fewer "individuals" (as defined by section 542(a)(2) of the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Since its inception, the Company has satisfied the foregoing requirement.
Moreover, the Company intends to monitor closely the actual ownership of its
common stock so as to continue to do so.
3. The Company has not sold or otherwise disposed of any Properties
(as defined below) in the period commencing January 1, 1995 and ending March 31,
1995.
4. Each of the Leases (as defined below) was entered into by the
Company concurrently or substantially concurrently with the acquisition by the
Company of the Properties with respect to such Leases.
1
<PAGE>
5. The Company has monitored, and will continue to monitor, closely
any sales of the Properties so as to satisfy the 30% gross income test
applicable to REITs.
6. None of the Leases calls for rent to be received from a tenant
that is attributable to personal property which is leased under, or in
connection with, a lease of real property in excess of 15% of the total rent for
the taxable year attributable to both the real and personal property leased
under, or in connection with, such Leases.
7. None of the Leases with respect to any Properties calls for the
payment of rent based in whole or in part on the income or profits derived by
any person from such Properties. Under certain of the Leases, the Company is
entitled to "additional rent" measured by a specified percentage of the gross
revenues (the "specified percentage") attributable to the underlying Properties
in excess of gross revenues of such Properties earned during a base period (the
"base period determinable amount") subject to certain limitations. This lease
rental formula was designed to allow the Company to participate in the "gross
revenues" of the tenant and not in such tenant's net profits or income. The
"base period determinable amount" for each Lease does not depend in whole or in
part on the income or profits of the tenant or any subtenant thereof. Moreover,
the "specified percentage" and "base period determinable amount" for each Lease
was fixed at the time the Lease was entered into and no change in "specified
percentage" or "base period determinable amount" was renegotiated during the
term of any Lease in a manner which had the effect of basing rent on the income
or profits of the tenant or subtenant.
8. The Company has been advised, or in each case has individually
determined, that at the time each of the Leases was executed, each of the
underlying Properties, with good care and maintenance, had a remaining economic
life span of at least 20% in excess of its Lease term (including fixed rate or
maximum minimum rent option terms) and that the expected value of each of these
Properties (excluding inflation or deflation) at the end of the applicable Lease
term was expected to be at least equal to 20% of each Property's initial
purchase price.
9. In those Leases which contain purchase options in favor of the
tenant which provide for capped or fixed option prices, such capped or fixed
option prices represent a reasonable arm's-length estimate of the fair market
value of the Property subject to the purchase option at the time such option may
be exercised.
10. At the time the Leases were entered into, no improvements or
modifications to the Properties were required in order to complete the
Properties for their intended uses.
2
<PAGE>
11. Effective as of December 31, 1994, the Company and a wholly-owned
subsidiary of the Company transferred all of their Properties located in Texas,
and all of their loans secured by properties located in Texas to the MLD Texas
Trust, a Delaware business trust (the "Trust"). The Company has furnished
O'Melveny & Myers a true and correct copy of the Trust's Trust Agreement (the
"Trust Agreement"). The Trust Agreement has not been amended or terminated. At
all times since the inception of the Trust, the Company has owned 100% of the
beneficial interest in the Trust. No third party has any right to obtain any
kind of an interest in and to the Trust. The Trust is not a successor to any
other entity. The Company intends to treat the Trust as a corporation for
federal income tax purposes.
12. The Company has operated and will continue to operate in
accordance with the manner specified in the Registration Statement.
13. The Company will take all steps, including, but not limited to,
the declaration and payment of deficiency dividends, to the extent necessary to
maintain its status as a REIT.
14. Under each of the mortgage loans held by the Company during the
period commencing January 1, 1995 and ending March 31, 1995, (a) amounts
received or accrued, directly or indirectly, with respect to such mortgage loans
are fixed, vary based on an objective index or are based on a fixed percentage
or percentages of receipts or sales, including gross revenues (as determined in
a manner similar to that set forth in paragraph 7 above), and do not depend in
whole or in part on the net income or profits of any person; (b) at the time the
commitment by the Company to make or to purchase such mortgage loans became
binding on the Company, the fair market value of each property (or properties)
securing each of such mortgage loans equaled or exceeded the principal amount of
the loan which it (or they) secure(s); and (c) none of such mortgage loans
contains any provision entitling the Company to receive a specified portion of
any gain realized on the sale or exchange of the property (or properties)
securing each of such mortgage loans (or of any gain which would be realized if
the property were sold on a specified date) (i.e., a "shared appreciation
provision").
15. The Company has furnished O'Melveny & Myers with all factual
information for purposes of or in connection with its tax opinion which, taken
as a whole, is true, accurate and complete in all material respects on the date
as of which such information is dated or certified in light of the circumstances
under which such information was provided.
16. Each of the statements and representations set forth in
paragraphs 1-16 of the Officer's Certificate of Mark L.
3
<PAGE>
Desmond, dated February 15, 1995 (a copy of which is attached hereto), continues
to be true and correct as of the date hereof.
For the purposes of this Officer's Certificate, Properties means any
facilities owned by the Company at any time during the period commencing January
1, 1995 and ending March 31, 1995. A list of such Properties is attached as
Exhibit A. The Company leases these Properties (the "Leases") to various
operators.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed as of this 11th day of May, 1995.
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland Corporation
By: /s/ Mark L. Desmond
------------------------------------
Mark L. Desmond
Vice President, Treasurer
and Principal Financial and
Accounting Officer
4
<PAGE>
EXHIBIT A
NATIONWIDE HEALTH PROPERTIES FACILITY LIST (Owned 1/1/95 through 3/31/95)
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
95 Oakridge Convalescent Center 1042 Oak Drive Richmond IN Beverly
98 Petersburg Health Care Center Pike Avenue, P.O. Box 273 Petersburg IN Beverly
142 Country House 1042 S. White Avenue Pomona CA Beverly
180 Pensacola Health Care Facility 1717 W. Avery Street Pensacola FL Beverly
202 The Cedars Nursing Home 1242 Cedars Court Charlottesville VA Beverly
204 Sleepy Hollow Manor 6700 Columbia Pike Annandale VA Beverly
235 Lakewood Manor 1510 Hebron Street Hendersonville NC Beverly
248 Walnut Hill Convalescent Center 287 South Boulevard Petersburg VA Beverly
249 Battlefield Park Convalescent Center 250 Flank Road Petersburg VA Beverly
271 Colton Villa 750 Dual Highway Hagerstown MD Beverly
272 Cumberland Villa Nursing Center 512 Winifred Road Cumberland MD Beverly
274 Westminster Nursing & Conv Center 1234 Washington Boulevard Westminster MD Beverly
325 Continental Manor of Wisconsin Dells 300 Race Street Wisconsin Dells WI Beverly
376 Tomah Care Center 1505 Butts Avenue Tomah WI Beverly
396 Prairie Haven Nursing Home North Highway 36 Kensington KS Beverly
446 Maryville Health Care Center 524 N. Laura Maryville MO Beverly
455 Manhattan Convalescent Center 4610 S. Manhattan Avenue Tampa FL Beverly
499 Suwanee Health Care Center 1620 Helvenston Ext. Live Oak FL Beverly
516 Covington Heights Health Care Center 3900 Cathie Avenue Sioux Falls SD Beverly
796 Park Lake Nursing and Rehab 1700 Monroe Avenue, POB 1 Winter Park FL Beverly
799 Andrew Care Home 1215 South 9th Street Minneapolis MN Beverly
810 Fairbault Manor Healthcare Center 1738 Hulett Avenue N. Fairbault MN Beverly
850 Ashwood Health Care Center 500 Russell Street Willmar MN Beverly
989 Tabor Street Nursing Home 19 Tabor Street New Bedford MA Beverly
991 Cape Cod Nursing Home 27 Lewis Point Road, POB H Buzzards Bay MA Beverly
1126 Jacksonville Convalescent Manor 1320 W. Braden Jacksonville AR Beverly
1128 Arkansas Healthcare Nursing Center 909 Golflinks Road Hot Springs AR Beverly
1305 El Paso Convalescent Center 11525 Vista del Sol Drive El Paso TX Beverly
1331 Leisure Lodge of Gilmer 1704 Bradford Gilmer TX Healthcare Centers of Texas
2069 Wellesley Manor Nursing Home 878 Worcester Street Wellesley MA Beverly
2129 Advantage Therapy & Nursing 511 S. 13th Street Ft. Pierce FL Beverly
2601 Highland Healthcare Center 2997 St. Anthony Drive Green Bay WI Beverly
2602 Riverside Nursing Home 100 Scherer Avenue Oconio WI Beverly
2604 Chilton Village 810 Memorial Drive Chilton WI Beverly
2606 Western Village 1640 Shawano Avenue Green Bay WI Beverly
2607 Florence Villa 1000 Chapin Street Florence WI Beverly
2628 Golden Acres 500 Western Street Onaga KS Beverly
2817 Shorewood Heights 3710 N. Oakland Avenue Shorewood WI Beverly
2818 South Shore Manor 1916 E. Tripoli Avenue St. Francis WI Beverly
2819 Greendale Health Care Center 3129 Michigan Avenue Sheboygan WI Beverly
2828 Clearview Manor Conv & Rehab Center 6844 Portland Avenue Tacoma WA Beverly
2853 Lantern Park Manor Nursing Home College Dr. & Franklin Ave. Colby KS Beverly
2855 Oakley Manor 615 Price Street Oakley KS Beverly
2858 Highland Acres 130 E. Lake Street Winsted CT Beverly
2859 West Wynde Nursing Center 555 Saw Mill Road West Haven CT Beverly
2860 Greenwood Health Center 5 Greenwood Street Torrington CT Beverly
2895 Ostrander Nursing Home Second & Minnesota Streets Ostrander MN Beverly
2923 Owatonna Health Care Center 201 S.W. 18th Street Owatonna MN Beverly
2930 Meadow Glade Manor 11117 N.E. 139th Street Battleground WA Eagle Healthcare Inc.
2994 Renfro Nursing Home 1413 W. Main Waxahachie TX Healthcare Centers of Texas
2856 Pleasant Manor 301 W. Taft Avenue Sapulpa OK Medi-Plex II
2857 Sunset Estates 501 W. King Street Maud OK Medi-Plex II
2847 Willow Haven 1301 N. 5th Street Tonkawa OK Medi-Plex II
275 Wellington Manor 9211 Stuart Lane Clinton MD Global Nursing Center
1413 Texarkana Nursing Center 4920 Elizabeth Street Texarkana TX BritWill HealthCare & Co.
474 Corvallis Care Center 980 NW Spruce Street Corvallis OR Pinnacle Healthcare
475 Hillside Heights Care Center 1201 McLean Boulevard Eugene OR Pinnacle Healthcare
476 Green Valley Care Center 1735 Adkins Street Eugene OR Pinnacle Healthcare
477 Laurelhurst Care Center 2827 SE Salmon Portland OR Marquis Quality Management
753 Jacksonville Convalescent Center 730 College Street Jacksonville FL BAT Enterprises
1334 Red River Haven Nursing Center 319 Terrace Road Bogota TX Healthcare Centers of Texas, Inc.
2824 Extend-A-Care Torrington 225 Wyoming Avenue Torrington CT Sun Health
2852 Suburban Acres Nursing Center 3901 Elysian Park Road Marshall TX Marshall Healthcare, Inc.
2934 Harral's Nursing Home 820 Sprague Avenue Buhl ID Northwest-BEC Corp.
2975 University Nursing Center 2030 University Drive McKinney TX Healthcare Centers of Texas, Inc.
3123 Lakewood Nursing Center 285 River Avenue Lakewood NJ Micheal Konig (Beverly sub-lease)
3397 Hopkins Healthcare 724 County Road 18 Minneapolis MN Health Dimensions (Beverly sub-lease)
3393 Central Care Center 1828 Central Ave., N.E. Minneapolis MN Health Dimensions (Beverly sub-lease)
3400 La Salle Convalescent Home 1920 La Salle Avenue Minneapolis MN Health Dimensions (Beverly sub-lease)
3406 Osseo Healthcare Center 525 2nd Street SE Osseo MN Health Dimensions (Beverly sub-lease)
1 Chowchilla Convalescent Center 1010 Venture Avenue Chowchilla CA Beverly
4 Prescott (Meadow Pk, PPR Trea) 860 Dougherty Street Prescott AZ Southwestern Medical Center
5 Meridian Point 11250 N. 92nd Street Scottsdale AZ Rehab Systems
6 San Antonio Convalescent Center 921 Nolan Street San Antonio TX Living Centers of Texas
7 Broadway Lodge 1841 Flamingo San Antonio TX Living Centers of Texas
</TABLE>
A-1
<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
8 Heritage House 200 Heritage Lane Eagle Lake TX Living Centers of Texas
9 Oak Manor 1200 Ferguson Nacogdoches TX Living Centers of Texas
10 Green Acres 2000 Beaumont Baytown TX Living Centers of Texas
11 Allenbrook 4109 Allenbrook Drive Baytown TX Living Centers of Texas
12 Green Acres 625 Meadowland Street Bridge City TX Living Centers of Texas
13 Green Acres 1302 Iverness Huntsville TX Living Centers of Texas
14 Carrollton Manor 1618 Kirby Street Carrollton TX Long Term Care of Texas
15 Green Acres 501 Timpson Center TX Living Centers of Texas
16 Castle Manor 1922 Castle Drive Garland TX Living Centers of Texas
17 Green Acres 93 Isaacs Road Humble TX Living Centers of Texas
3 Arbors East 5500 E. Broad Street Columbus OH Arbor Healthcare
2 Auburn Manor 375 Glenn Avenue Wash Ct House OH Horizon
18 Boardman Community Care Ctr. 5665 South Avenue Boardman OH Horizon
19 Rosewood Manor 935 Rosewood Drive Gallon OH Horizon
20 Horizon Village 2473 North Road, N.E. Warren OH Horizon
21 Ro-Ker Nursing Home 1495 South Freshley Road Alliance OH Horizon
22 Casa Delmar of Scottsdale 3333 N. Civic Center Plaza Scottsdale AZ Sun Health
23 Life Care Center of N. Glendale 13620 North 55th Avenue Glendale AZ LifeCare Center of America, Inc.
24 Life Care Center of Rochester 827 West 13th Street Rochester IN LifeCare Center of America, Inc.
25 Wabash Healthcare Center 600 Washington Street Wabash IN Evergreen
26 New Castle Healthcare Center 990 North 16th Street New Castle IN Evergreen
27 Christopher East 4301 Washington Avenue Evansville IN Evergreen
28 Care Inn Lasalle 1445 Chartres Street Lasalle IL Evergreen
29 Care Inn Litchfield 1285 East Union Avenue Litchfield IL Evergreen
30 Driftwood Manor 19700 Hesperian Blvd. Hayward CA Grancare
31 Driftwood Gilroy 8170 Murray Avenue Gilroy CA Pleasant Care
32 Driftwood Convalescent Hospital 2065 Los Gatos-Almaden R San Jose CA Grancare
33 Driftwood Healthcare 675 24th Avenue Santa Cruz CA Grancare
34 Hearthstone of Northern Nevada 1950 Baring Blvd. Sparks NV Horizon
35 Lifecare Center of Gwinnett 147 Lester Road Lawrenceville GA LifeCare Center of America, Inc.
36 Westview Manor 1145 Westview Derby KS Liberty
37 Southern Arizona Rehab. 1921 West Hospital Dr. Tucson AZ Continental
38 Orange Park Conv. Ctr. 5017 E. Chapman Orange CA Integrated Health Services
39 Brookville Healthcare Center 273 Main St. Brookville IN Liberty
41 Belleville Health Care Center 2626 Wesleyan Drive Belleville KS Liberty
40 Georgian Court 2826 Meadow Lark Dr. San Diego CA Golden State Health Care Centers, Inc.
42 Beechnut Manor 12777 Beechnut Houston TX Living Centers
43 Breezeway 2229 N. Carroll Gladewater TX Sun Health
44 Oak Manor-Linden 1205 W. Houston Linden TX Sun Health
45 New Boston Nursing Center 210 Rice Street New Boston TX Sun Health
46 Sherman Nursing Center 817 West Center Sherman TX Sun Health
47 Elmwood Nursing Home 16128 Jiles Street Omaha TX Sun Health
48 Pleasant Oaks 1606 Memorial Mount Pleasant TX Sun Health
49 General Care Center 111 Ussery Road Clarksville TN American Health Centers
50 Crestview Health Care Center 704 Dupree Street Brownsville TN American Health Centers
51 Four Oaks Health Care Center 1101 Persimmon Ridge Road Jonesborough TN American Health Centers
52 McNairy County Health Care Center Highway 64 Bypass Selmer TN American Health Centers
53 Clay County Manor Highway 53, Pitcock Lane Celina TN American Health Centers
54 Rosewood Manor of Columbia 1400 Rosewood Drive Columbia TN American Health Centers
55 VanAyer Manor Nursing Center 640 Hannings Lane Martin TN American Health Centers
56 Lewis County Manor 605 W. Main Street Hohenwald TN American Health Centers
57 Regent Park Manor Nursing Home 41 Libby Street Brockton MA American Health Centers
58 Kenoza Manor Convalescent Home 190 North Street Haverhill MA American Health Centers
59 Haverhill Manor Nursing Home 100 Lawrence Street Haverhill MA American Health Centers
60 Pinnacle Care Center 1007 Johnston Salina KS Liberty
61 Oakwood Villa 2301 Severance Hutchinson KS Liberty
62 Devonshire Acres 1330 N. Syndey/P.O. Box 39 Sterling CO Chancellor Health Care, Inc.
63 Ojai Valley Community Hospital 1306 Maricopa Highway Ojai CA Brim
64 Hacienda de Monterey 44600 Monterey Avenue Palm Desert CA ARV Housing Group, Inc.
65 Palm Court 44600 Monterey Avenue Palm Desert CA Grancare
66 Life Care Center of Merrimack Valley 80 Boston Road, Rte. 3A N. Bellerica MA LifeCare Center of America, Inc.
67 Retirement in at Quail Ridge 12401 Trail Oaks Drive Oklahoma City OK Brim
68 Retirement in at Forest Lane 2920 Forest Lane Dallas TX Brim
69 Richmond Beach 19235 15th Avenue NW Seattle WA Sun Health
71 Terrace Heights Nursing Center 1100 East Nelson Rd. Moses Lake WA Sun Health
70 Lake Ridge Special Care Center 817 East Plum Moses Lake WA Sun Health
72 Bloomfield Manor 16 Coventry Street Bloomfield CT Sun Health
73 Oakwood Care Center 142 Bigelow Street Brighton MA Sun Health
74 Lakeland Hills Nursing Home 1919 Lakeland Hills Blvd. Lakeland FL Sun Health
75 Kinghaven Manor 14800 King Road Riverview MI ARV Housing Group, Inc.
76 Mallard Cove Manor 1410 Mallard Cove Manor Sharonville OH ARV Housing Group, Inc.
</TABLE>
A-2
<PAGE>
[LETTEHEAD OF O'MELVENY & MYERS APPEARS HERE]
May
11th
1 9 9 5
Nationwide Health Properties, Inc. 614,055-026
4675 MacArthur Court, Suite 1170 NB1-224893.V1
Newport Beach, California 92660
Re: Nationwide Health Properties, Inc. - Form S-3 Registration
Statement (File No. 33-54870)
Gentlemen:
In connection with the proposed offering of up to $100,000,000
aggregate principal amount (except that with respect to Medium-Term Notes sold
at a discount, the initial offering price shall be used for purposes of such
limitation) of Medium-Term Notes (the "Notes") of Nationwide Health Properties,
Inc., a Maryland corporation (the "Company"), under the above Registration
Statement, you have requested our opinion whether the Company qualified as a
real estate investment trust (a "REIT") under sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the "Code"), for its taxable year
ended December 31, 1994 and whether it will continue to so qualify if it
operates subsequent to March 31, 1995 in the same manner as it has prior to that
date. You have also asked our opinion whether the Company should be treated as
the owner of the properties listed in Exhibit A attached hereto (the
"Properties") for federal income tax purposes and whether the leases with
respect to such Properties (the "Leases") should be treated as true leases, and
not financing arrangements, for such purposes.
As of February 15, 1995, we delivered our opinion (the "2/15/95
Opinion") concerning the qualification of the Company as a REIT for its taxable
year ended December 31, 1994 and its continuing qualifications as a REIT if it
operated subsequent to December 31, 1994 in the same manner as it had prior to
that date. A copy of the 2/15/95 Opinion is attached hereto. The 2/15/95
Opinion, and the certificates, documents and other materials referred to
therein, are hereby incorporated by reference. Since February 15, 1995, there
have been delivered to
<PAGE>
Page 2--Nationwide Health Properties, Inc.--May 11, 1995
us certain certificates and schedules prepared and executed by Company
personnel, setting forth certain factual representations regarding the Company
and its assets and operations. This opinion specifically relies on such
documents, certificates and schedules and assumes that the facts represented
therein will not change in any material way so long as the Company seeks to
qualify as a REIT.
On the basis of the foregoing and subject to all of the
qualifications, conditions and factual assumptions set forth in the 2/15/95
Opinion, we are of the opinion that for the calendar year 1994, the Company met
each of the requirements for qualification as a REIT, and if the Company
operates subsequent to March 31, 1995 in the same manner as it has prior to such
date, it will continue to so qualify, provided that the various tests for
qualification as a REIT relating to its income, assets, distributions, ownership
and certain administrative matters are satisfied in those years. However, we
are unable to opine whether the Company will actually continue to qualify as a
REIT because such qualification will depend on future transactions and events
which cannot be known at this time.
We also wish to advise you that on the basis of and in reliance on the
foregoing and on the facts set forth in the Prospectus, dated January 8, 1993,
and the Prospectus Supplement, dated February 15, 1995, relating to the Notes,
it is the opinion of O'Melveny & Myers that under current law, including
relevant statutes, regulations, and judicial and administrative precedent (which
law is subject to change on a retroactive basis), a court, more likely than not,
would hold that the Company would be treated as the owner of the Properties for
federal income tax purposes and the Leases would be treated as true leases, and
not financing arrangements, for such purposes. You should be aware that this
opinion is not binding on the Internal Revenue Service and no assurance can be
given that the Internal Revenue Service may not successfully challenge the
conclusions set forth in this opinion. If the Internal Revenue Service
successfully challenged such conclusions, the Company would not be entitled to
claim depreciation with respect to the Properties and might be compelled to make
deficiency dividends to satisfy the 95% dividend distribution requirement or
lose its REIT status.
Respectfully submitted,
/s/ O'Melveny & Myers
<PAGE>
EXHIBIT A
NATIONWIDE HEALTH PROPERTIES FACILITY LIST (Owned 1/1/95 through 3/31/95)
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
95 Oakridge Convalescent Center 1042 Oak Drive Richmond IN Beverly
98 Petersburg Health Care Center Pike Avenue, P.O. Box 273 Petersburg IN Beverly
142 Country House 1042 S. White Avenue Pomona CA Beverly
180 Pensacola Health Care Facility 1717 W. Avery Street Pensacola FL Beverly
202 The Cedars Nursing Home 1242 Cedars Court Charlottesville VA Beverly
204 Sleepy Hollow Manor 6700 Columbia Pike Annandale VA Beverly
235 Lakewood Manor 1510 Hebron Street Hendersonville NC Beverly
248 Walnut Hill Convalescent Center 287 South Boulevard Petersburg VA Beverly
249 Battlefield Park Convalescent Center 250 Flank Road Petersburg VA Beverly
271 Colton Villa 750 Dual Highway Hagerstown MD Beverly
272 Cumberland Villa Nursing Center 512 Winifred Road Cumberland MD Beverly
274 Westminster Nursing & Conv Center 1234 Washington Boulevard Westminster MD Beverly
325 Continental Manor of Wisconsin Dells 300 Race Street Wisconsin Dells WI Beverly
376 Tomah Care Center 1505 Butts Avenue Tomah WI Beverly
396 Prairie Haven Nursing Home North Highway 36 Kensington KS Beverly
446 Maryville Health Care Center 524 N. Laura Maryville MO Beverly
455 Manhattan Convalescent Center 4610 S. Manhattan Avenue Tampa FL Beverly
499 Suwanee Health Care Center 1620 Helvenston Ext. Live Oak FL Beverly
516 Covington Heights Health Care Center 3900 Cathie Avenue Sioux Falls SD Beverly
796 Park Lake Nursing and Rehab 1700 Monroe Avenue, POB 1 Winter Park FL Beverly
799 Andrew Care Home 1215 South 9th Street Minneapolis MN Beverly
810 Fairbault Manor Healthcare Center 1738 Hulett Avenue N. Fairbault MN Beverly
850 Ashwood Health Care Center 500 Russell Street Willmar MN Beverly
989 Tabor Street Nursing Home 19 Tabor Street New Bedford MA Beverly
991 Cape Cod Nursing Home 27 Lewis Point Road, POB H Buzzards Bay MA Beverly
1126 Jacksonville Convalescent Manor 1320 W. Braden Jacksonville AR Beverly
1128 Arkansas Healthcare Nursing Center 909 Golflinks Road Hot Springs AR Beverly
1305 El Paso Convalescent Center 11525 Vista del Sol Drive El Paso TX Beverly
1331 Leisure Lodge of Gilmer 1704 Bradford Gilmer TX Healthcare Centers of Texas
2069 Wellesley Manor Nursing Home 878 Worcester Street Wellesley MA Beverly
2129 Advantage Therapy & Nursing 511 S. 13th Street Ft. Pierce FL Beverly
2601 Highland Healthcare Center 2997 St. Anthony Drive Green Bay WI Beverly
2602 Riverside Nursing Home 100 Scherer Avenue Oconio WI Beverly
2604 Chilton Village 810 Memorial Drive Chilton WI Beverly
2606 Western Village 1640 Shawano Avenue Green Bay WI Beverly
2607 Florence Villa 1000 Chapin Street Florence WI Beverly
2628 Golden Acres 500 Western Street Onaga KS Beverly
2817 Shorewood Heights 3710 N. Oakland Avenue Shorewood WI Beverly
2818 South Shore Manor 1916 E. Tripoli Avenue St. Francis WI Beverly
2819 Greendale Health Care Center 3129 Michigan Avenue Sheboygan WI Beverly
2828 Clearview Manor Conv & Rehab Center 6844 Portland Avenue Tacoma WA Beverly
2853 Lantern Park Manor Nursing Home College Dr. & Franklin Ave. Colby KS Beverly
2855 Oakley Manor 615 Price Street Oakley KS Beverly
2858 Highland Acres 130 E. Lake Street Winsted CT Beverly
2859 West Wynde Nursing Center 555 Saw Mill Road West Haven CT Beverly
2860 Greenwood Health Center 5 Greenwood Street Torrington CT Beverly
2895 Ostrander Nursing Home Second & Minnesota Streets Ostrander MN Beverly
2923 Owatonna Health Care Center 201 S.W. 18th Street Owatonna MN Beverly
2930 Meadow Glade Manor 11117 N.E. 139th Street Battleground WA Eagle Healthcare Inc.
2994 Renfro Nursing Home 1413 W. Main Waxahachie TX Healthcare Centers of Texas
2856 Pleasant Manor 301 W. Taft Avenue Sapulpa OK Medi-Plex II
2857 Sunset Estates 501 W. King Street Maud OK Medi-Plex II
2847 Willow Haven 1301 N. 5th Street Tonkawa OK Medi-Plex II
275 Wellington Manor 9211 Stuart Lane Clinton MD Global Nursing Center
1413 Texarkana Nursing Center 4920 Elizabeth Street Texarkana TX BritWill HealthCare & Co.
474 Corvallis Care Center 980 NW Spruce Street Corvallis OR Pinnacle Healthcare
475 Hillside Heights Care Center 1201 McLean Boulevard Eugene OR Pinnacle Healthcare
476 Green Valley Care Center 1735 Adkins Street Eugene OR Pinnacle Healthcare
477 Laurelhurst Care Center 2827 SE Salmon Portland OR Marquis Quality Management
753 Jacksonville Convalescent Center 730 College Street Jacksonville FL BAT Enterprises
1334 Red River Haven Nursing Center 319 Terrace Road Bogota TX Healthcare Centers of Texas, Inc.
2824 Extend-A-Care Torrington 225 Wyoming Avenue Torrington CT Sun Health
2852 Suburban Acres Nursing Center 3901 Elysian Park Road Marshall TX Marshall Healthcare, Inc.
2934 Harral's Nursing Home 820 Sprague Avenue Buhl ID Northwest-BEC Corp.
2975 University Nursing Center 2030 University Drive McKinney TX Healthcare Centers of Texas, Inc.
3123 Lakewood Nursing Center 285 River Avenue Lakewood NJ Micheal Konig (Beverly sub-lease)
3397 Hopkins Healthcare 724 County Road 18 Minneapolis MN Health Dimensions (Beverly sub-lease)
3393 Central Care Center 1828 Central Ave., N.E. Minneapolis MN Health Dimensions (Beverly sub-lease)
3400 La Salle Convalescent Home 1920 La Salle Avenue Minneapolis MN Health Dimensions (Beverly sub-lease)
3406 Osseo Healthcare Center 525 2nd Street SE Osseo MN Health Dimensions (Beverly sub-lease)
1 Chowchilla Convalescent Center 1010 Venture Avenue Chowchilla CA Beverly
4 Prescott (Meadow Pk, PPR Trea) 860 Dougherty Street Prescott AZ Southwestern Medical Center
5 Meridian Point 11250 N. 92nd Street Scottsdale AZ Rehab Systems
6 San Antonio Convalescent Center 921 Nolan Street San Antonio TX Living Centers of Texas
7 Broadway Lodge 1841 Flamingo San Antonio TX Living Centers of Texas
</TABLE>
A-1
<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
8 Heritage House 200 Heritage Lane Eagle Lake TX Living Centers of Texas
9 Oak Manor 1200 Ferguson Nacogdoches TX Living Centers of Texas
10 Green Acres 2000 Beaumont Baytown TX Living Centers of Texas
11 Allenbrook 4109 Allenbrook Drive Baytown TX Living Centers of Texas
12 Green Acres 625 Meadowland Street Bridge City TX Living Centers of Texas
13 Green Acres 1302 Iverness Huntsville TX Living Centers of Texas
14 Carrollton Manor 1618 Kirby Street Carrollton TX Long Term Care of Texas
15 Green Acres 501 Timpson Center TX Living Centers of Texas
16 Castle Manor 1922 Castle Drive Garland TX Living Centers of Texas
17 Green Acres 93 Isaacs Road Humble TX Living Centers of Texas
3 Arbors East 5500 E. Broad Street Columbus OH Arbor Healthcare
2 Auburn Manor 375 Glenn Avenue Wash Ct House OH Horizon
18 Boardman Community Care Ctr. 5665 South Avenue Boardman OH Horizon
19 Rosewood Manor 935 Rosewood Drive Gallon OH Horizon
20 Horizon Village 2473 North Road, N.E. Warren OH Horizon
21 Ro-Ker Nursing Home 1495 South Freshley Road Alliance OH Horizon
22 Casa Delmar of Scottsdale 3333 N. Civic Center Plaza Scottsdale AZ Sun Health
23 Life Care Center of N. Glendale 13620 North 55th Avenue Glendale AZ LifeCare Center of America, Inc.
24 Life Care Center of Rochester 827 West 13th Street Rochester IN LifeCare Center of America, Inc.
25 Wabash Healthcare Center 600 Washington Street Wabash IN Evergreen
26 New Castle Healthcare Center 990 North 16th Street New Castle IN Evergreen
27 Christopher East 4301 Washington Avenue Evansville IN Evergreen
28 Care Inn Lasalle 1445 Chartres Street Lasalle IL Evergreen
29 Care Inn Litchfield 1285 East Union Avenue Litchfield IL Evergreen
30 Driftwood Manor 19700 Hesperian Blvd. Hayward CA Grancare
31 Driftwood Gilroy 8170 Murray Avenue Gilroy CA Pleasant Care
32 Driftwood Convalescent Hospital 2065 Los Gatos-Almaden R San Jose CA Grancare
33 Driftwood Healthcare 675 24th Avenue Santa Cruz CA Grancare
34 Hearthstone of Northern Nevada 1950 Baring Blvd. Sparks NV Horizon
35 Lifecare Center of Gwinnett 147 Lester Road Lawrenceville GA LifeCare Center of America, Inc.
36 Westview Manor 1145 Westview Derby KS Liberty
37 Southern Arizona Rehab. 1921 West Hospital Dr. Tucson AZ Continental
38 Orange Park Conv. Ctr. 5017 E. Chapman Orange CA Integrated Health Services
39 Brookville Healthcare Center 273 Main St. Brookville IN Liberty
41 Belleville Health Care Center 2626 Wesleyan Drive Belleville KS Liberty
40 Georgian Court 2826 Meadow Lark Dr. San Diego CA Golden State Health Care Centers, Inc.
42 Beechnut Manor 12777 Beechnut Houston TX Living Centers
43 Breezeway 2229 N. Carroll Gladewater TX Sun Health
44 Oak Manor-Linden 1205 W. Houston Linden TX Sun Health
45 New Boston Nursing Center 210 Rice Street New Boston TX Sun Health
46 Sherman Nursing Center 817 West Center Sherman TX Sun Health
47 Elmwood Nursing Home 16128 Jiles Street Omaha TX Sun Health
48 Pleasant Oaks 1606 Memorial Mount Pleasant TX Sun Health
49 General Care Center 111 Ussery Road Clarksville TN American Health Centers
50 Crestview Health Care Center 704 Dupree Street Brownsville TN American Health Centers
51 Four Oaks Health Care Center 1101 Persimmon Ridge Road Jonesborough TN American Health Centers
52 McNairy County Health Care Center Highway 64 Bypass Selmer TN American Health Centers
53 Clay County Manor Highway 53, Pitcock Lane Celina TN American Health Centers
54 Rosewood Manor of Columbia 1400 Rosewood Drive Columbia TN American Health Centers
55 VanAyer Manor Nursing Center 640 Hannings Lane Martin TN American Health Centers
56 Lewis County Manor 605 W. Main Street Hohenwald TN American Health Centers
57 Regent Park Manor Nursing Home 41 Libby Street Brockton MA American Health Centers
58 Kenoza Manor Convalescent Home 190 North Street Haverhill MA American Health Centers
59 Haverhill Manor Nursing Home 100 Lawrence Street Haverhill MA American Health Centers
60 Pinnacle Care Center 1007 Johnston Salina KS Liberty
61 Oakwood Villa 2301 Severance Hutchinson KS Liberty
62 Devonshire Acres 1330 N. Syndey/P.O. Box 39 Sterling CO Chancellor Health Care, Inc.
63 Ojai Valley Community Hospital 1306 Maricopa Highway Ojai CA Brim
64 Hacienda de Monterey 44600 Monterey Avenue Palm Desert CA ARV Housing Group, Inc.
65 Palm Court 44600 Monterey Avenue Palm Desert CA Grancare
66 Life Care Center of Merrimack Valley 80 Boston Road, Rte. 3A N. Bellerica MA LifeCare Center of America, Inc.
67 Retirement in at Quail Ridge 12401 Trail Oaks Drive Oklahoma City OK Brim
68 Retirement in at Forest Lane 2920 Forest Lane Dallas TX Brim
69 Richmond Beach 19235 15th Avenue NW Seattle WA Sun Health
71 Terrace Heights Nursing Center 1100 East Nelson Rd. Moses Lake WA Sun Health
70 Lake Ridge Special Care Center 817 East Plum Moses Lake WA Sun Health
72 Bloomfield Manor 16 Coventry Street Bloomfield CT Sun Health
73 Oakwood Care Center 142 Bigelow Street Brighton MA Sun Health
74 Lakeland Hills Nursing Home 1919 Lakeland Hills Blvd. Lakeland FL Sun Health
75 Kinghaven Manor 14800 King Road Riverview MI ARV Housing Group, Inc.
76 Mallard Cove Manor 1410 Mallard Cove Manor Sharonville OH ARV Housing Group, Inc.
</TABLE>
A-2
<PAGE>
OFFICER'S CERTIFICATE
The undersigned, as the Vice President, Treasurer and Principal
Financial and Accounting Officer of Nationwide Health Properties, Inc. (the
"Company"), hereby certifies that, to the best of his information and belief,
the representations set forth below are true and correct, and hereby affirms the
accuracy of such other representations upon which O'Melveny & Myers has relied
in rendering its tax opinion addressed to the Company, to which this Certificate
is attached.
1. In connection with O'Melveny & Myers' tax opinion with respect to
the proposed offering of up to $100,000,000 aggregate principal amount (except
that with respect to Medium-Term Notes sold at or discount, the initial offering
price shall be used for purposes of such limitation) of the Company's Medium-
Term Notes, under Form S-3, Registration Statement (File No. 33-54870),
O'Melveny & Myers has been provided with representations concerning, and
schedules of (a) the gross income and the estimated gross income for federal
income tax purposes of the Company for calendar years 1994 and 1995,
respectively (including actual and estimated dividend dates and amounts in and
for calendar years 1994 and 1995), which representations and schedules evidence
the Company's compliance and expected compliance with the 75%, 95% and 30% gross
income tests applicable to REITs and its compliance and expected compliance with
the 95% distribution requirement applicable to REITs in calendar years 1994 and
1995 and (b) the values of the assets owned by the Company at the end of the
quarter commencing January 1, 1995 and ending March 31, 1995.
2. For the Company to qualify as a REIT, no more than 50% in value of
its outstanding stock may be owned, directly or "constructively" (as defined by
section 544(a) and modified by section 856(h)(1)(B) of the Code), by five or
fewer "individuals" (as defined by section 542(a)(2) of the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Since its inception, the Company has satisfied the foregoing requirement.
Moreover, the Company intends to monitor closely the actual ownership of its
common stock so as to continue to do so.
3. The Company has not sold or otherwise disposed of any Properties
(as defined below) in the period commencing January 1, 1995 and ending March 31,
1995.
4. Each of the Leases (as defined below) was entered into by the
Company concurrently or substantially concurrently with the acquisition by the
Company of the Properties with respect to such Leases.
1
<PAGE>
5. The Company has monitored, and will continue to monitor, closely
any sales of the Properties so as to satisfy the 30% gross income test
applicable to REITs.
6. None of the Leases calls for rent to be received from a tenant
that is attributable to personal property which is leased under, or in
connection with, a lease of real property in excess of 15% of the total rent for
the taxable year attributable to both the real and personal property leased
under, or in connection with, such Leases.
7. None of the Leases with respect to any Properties calls for the
payment of rent based in whole or in part on the income or profits derived by
any person from such Properties. Under certain of the Leases, the Company is
entitled to "additional rent" measured by a specified percentage of the gross
revenues (the "specified percentage") attributable to the underlying Properties
in excess of gross revenues of such Properties earned during a base period (the
"base period determinable amount") subject to certain limitations. This lease
rental formula was designed to allow the Company to participate in the "gross
revenues" of the tenant and not in such tenant's net profits or income. The
"base period determinable amount" for each Lease does not depend in whole or in
part on the income or profits of the tenant or any subtenant thereof. Moreover,
the "specified percentage" and "base period determinable amount" for each Lease
was fixed at the time the Lease was entered into and no change in "specified
percentage" or "base period determinable amount" was renegotiated during the
term of any Lease in a manner which had the effect of basing rent on the income
or profits of the tenant or subtenant.
8. The Company has been advised, or in each case has individually
determined, that at the time each of the Leases was executed, each of the
underlying Properties, with good care and maintenance, had a remaining economic
life span of at least 20% in excess of its Lease term (including fixed rate or
maximum minimum rent option terms) and that the expected value of each of these
Properties (excluding inflation or deflation) at the end of the applicable Lease
term was expected to be at least equal to 20% of each Property's initial
purchase price.
9. In those Leases which contain purchase options in favor of the
tenant which provide for capped or fixed option prices, such capped or fixed
option prices represent a reasonable arm's-length estimate of the fair market
value of the Property subject to the purchase option at the time such option may
be exercised.
10. At the time the Leases were entered into, no improvements or
modifications to the Properties were required in order to complete the
Properties for their intended uses.
2
<PAGE>
11. Effective as of December 31, 1994, the Company and a wholly-owned
subsidiary of the Company transferred all of their Properties located in Texas,
and all of their loans secured by properties located in Texas to the MLD Texas
Trust, a Delaware business trust (the "Trust"). The Company has furnished
O'Melveny & Myers a true and correct copy of the Trust's Trust Agreement (the
"Trust Agreement"). The Trust Agreement has not been amended or terminated. At
all times since the inception of the Trust, the Company has owned 100% of the
beneficial interest in the Trust. No third party has any right to obtain any
kind of an interest in and to the Trust. The Trust is not a successor to any
other entity. The Company intends to treat the Trust as a corporation for
federal income tax purposes.
12. The Company has operated and will continue to operate in
accordance with the manner specified in the Registration Statement.
13. The Company will take all steps, including, but not limited to,
the declaration and payment of deficiency dividends, to the extent necessary to
maintain its status as a REIT.
14. Under each of the mortgage loans held by the Company during the
period commencing January 1, 1995 and ending March 31, 1995, (a) amounts
received or accrued, directly or indirectly, with respect to such mortgage loans
are fixed, vary based on an objective index or are based on a fixed percentage
or percentages of receipts or sales, including gross revenues (as determined in
a manner similar to that set forth in paragraph 7 above), and do not depend in
whole or in part on the net income or profits of any person; (b) at the time the
commitment by the Company to make or to purchase such mortgage loans became
binding on the Company, the fair market value of each property (or properties)
securing each of such mortgage loans equaled or exceeded the principal amount of
the loan which it (or they) secure(s); and (c) none of such mortgage loans
contains any provision entitling the Company to receive a specified portion of
any gain realized on the sale or exchange of the property (or properties)
securing each of such mortgage loans (or of any gain which would be realized if
the property were sold on a specified date) (i.e., a "shared appreciation
provision").
15. The Company has furnished O'Melveny & Myers with all factual
information for purposes of or in connection with its tax opinion which, taken
as a whole, is true, accurate and complete in all material respects on the date
as of which such information is dated or certified in light of the circumstances
under which such information was provided.
16. Each of the statements and representations set forth in
paragraphs 1-16 of the Officer's Certificate of Mark L.
3
<PAGE>
Desmond, dated February 15, 1995 (a copy of which is attached hereto), continues
to be true and correct as of the date hereof.
For the purposes of this Officer's Certificate, Properties means any
facilities owned by the Company at any time during the period commencing January
1, 1995 and ending March 31, 1995. A list of such Properties is attached as
Exhibit A. The Company leases these Properties (the "Leases") to various
operators.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed as of this 11th day of May, 1995.
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland Corporation
By: /s/ Mark L. Desmond
------------------------------------
Mark L. Desmond
Vice President, Treasurer
and Principal Financial and
Accounting Officer
4
<PAGE>
EXHIBIT A
NATIONWIDE HEALTH PROPERTIES FACILITY LIST (Owned 1/1/95 through 3/31/95)
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
95 Oakridge Convalescent Center 1042 Oak Drive Richmond IN Beverly
98 Petersburg Health Care Center Pike Avenue, P.O. Box 273 Petersburg IN Beverly
142 Country House 1042 S. White Avenue Pomona CA Beverly
180 Pensacola Health Care Facility 1717 W. Avery Street Pensacola FL Beverly
202 The Cedars Nursing Home 1242 Cedars Court Charlottesville VA Beverly
204 Sleepy Hollow Manor 6700 Columbia Pike Annandale VA Beverly
235 Lakewood Manor 1510 Hebron Street Hendersonville NC Beverly
248 Walnut Hill Convalescent Center 287 South Boulevard Petersburg VA Beverly
249 Battlefield Park Convalescent Center 250 Flank Road Petersburg VA Beverly
271 Colton Villa 750 Dual Highway Hagerstown MD Beverly
272 Cumberland Villa Nursing Center 512 Winifred Road Cumberland MD Beverly
274 Westminster Nursing & Conv Center 1234 Washington Boulevard Westminster MD Beverly
325 Continental Manor of Wisconsin Dells 300 Race Street Wisconsin Dells WI Beverly
376 Tomah Care Center 1505 Butts Avenue Tomah WI Beverly
396 Prairie Haven Nursing Home North Highway 36 Kensington KS Beverly
446 Maryville Health Care Center 524 N. Laura Maryville MO Beverly
455 Manhattan Convalescent Center 4610 S. Manhattan Avenue Tampa FL Beverly
499 Suwanee Health Care Center 1620 Helvenston Ext. Live Oak FL Beverly
516 Covington Heights Health Care Center 3900 Cathie Avenue Sioux Falls SD Beverly
796 Park Lake Nursing and Rehab 1700 Monroe Avenue, POB 1 Winter Park FL Beverly
799 Andrew Care Home 1215 South 9th Street Minneapolis MN Beverly
810 Fairbault Manor Healthcare Center 1738 Hulett Avenue N. Fairbault MN Beverly
850 Ashwood Health Care Center 500 Russell Street Willmar MN Beverly
989 Tabor Street Nursing Home 19 Tabor Street New Bedford MA Beverly
991 Cape Cod Nursing Home 27 Lewis Point Road, POB H Buzzards Bay MA Beverly
1126 Jacksonville Convalescent Manor 1320 W. Braden Jacksonville AR Beverly
1128 Arkansas Healthcare Nursing Center 909 Golflinks Road Hot Springs AR Beverly
1305 El Paso Convalescent Center 11525 Vista del Sol Drive El Paso TX Beverly
1331 Leisure Lodge of Gilmer 1704 Bradford Gilmer TX Healthcare Centers of Texas
2069 Wellesley Manor Nursing Home 878 Worcester Street Wellesley MA Beverly
2129 Advantage Therapy & Nursing 511 S. 13th Street Ft. Pierce FL Beverly
2601 Highland Healthcare Center 2997 St. Anthony Drive Green Bay WI Beverly
2602 Riverside Nursing Home 100 Scherer Avenue Oconio WI Beverly
2604 Chilton Village 810 Memorial Drive Chilton WI Beverly
2606 Western Village 1640 Shawano Avenue Green Bay WI Beverly
2607 Florence Villa 1000 Chapin Street Florence WI Beverly
2628 Golden Acres 500 Western Street Onaga KS Beverly
2817 Shorewood Heights 3710 N. Oakland Avenue Shorewood WI Beverly
2818 South Shore Manor 1916 E. Tripoli Avenue St. Francis WI Beverly
2819 Greendale Health Care Center 3129 Michigan Avenue Sheboygan WI Beverly
2828 Clearview Manor Conv & Rehab Center 6844 Portland Avenue Tacoma WA Beverly
2853 Lantern Park Manor Nursing Home College Dr. & Franklin Ave. Colby KS Beverly
2855 Oakley Manor 615 Price Street Oakley KS Beverly
2858 Highland Acres 130 E. Lake Street Winsted CT Beverly
2859 West Wynde Nursing Center 555 Saw Mill Road West Haven CT Beverly
2860 Greenwood Health Center 5 Greenwood Street Torrington CT Beverly
2895 Ostrander Nursing Home Second & Minnesota Streets Ostrander MN Beverly
2923 Owatonna Health Care Center 201 S.W. 18th Street Owatonna MN Beverly
2930 Meadow Glade Manor 11117 N.E. 139th Street Battleground WA Eagle Healthcare Inc.
2994 Renfro Nursing Home 1413 W. Main Waxahachie TX Healthcare Centers of Texas
2856 Pleasant Manor 301 W. Taft Avenue Sapulpa OK Medi-Plex II
2857 Sunset Estates 501 W. King Street Maud OK Medi-Plex II
2847 Willow Haven 1301 N. 5th Street Tonkawa OK Medi-Plex II
275 Wellington Manor 9211 Stuart Lane Clinton MD Global Nursing Center
1413 Texarkana Nursing Center 4920 Elizabeth Street Texarkana TX BritWill HealthCare & Co.
474 Corvallis Care Center 980 NW Spruce Street Corvallis OR Pinnacle Healthcare
475 Hillside Heights Care Center 1201 McLean Boulevard Eugene OR Pinnacle Healthcare
476 Green Valley Care Center 1735 Adkins Street Eugene OR Pinnacle Healthcare
477 Laurelhurst Care Center 2827 SE Salmon Portland OR Marquis Quality Management
753 Jacksonville Convalescent Center 730 College Street Jacksonville FL BAT Enterprises
1334 Red River Haven Nursing Center 319 Terrace Road Bogota TX Healthcare Centers of Texas, Inc.
2824 Extend-A-Care Torrington 225 Wyoming Avenue Torrington CT Sun Health
2852 Suburban Acres Nursing Center 3901 Elysian Park Road Marshall TX Marshall Healthcare, Inc.
2934 Harral's Nursing Home 820 Sprague Avenue Buhl ID Northwest-BEC Corp.
2975 University Nursing Center 2030 University Drive McKinney TX Healthcare Centers of Texas, Inc.
3123 Lakewood Nursing Center 285 River Avenue Lakewood NJ Micheal Konig (Beverly sub-lease)
3397 Hopkins Healthcare 724 County Road 18 Minneapolis MN Health Dimensions (Beverly sub-lease)
3393 Central Care Center 1828 Central Ave., N.E. Minneapolis MN Health Dimensions (Beverly sub-lease)
3400 La Salle Convalescent Home 1920 La Salle Avenue Minneapolis MN Health Dimensions (Beverly sub-lease)
3406 Osseo Healthcare Center 525 2nd Street SE Osseo MN Health Dimensions (Beverly sub-lease)
1 Chowchilla Convalescent Center 1010 Venture Avenue Chowchilla CA Beverly
4 Prescott (Meadow Pk, PPR Trea) 860 Dougherty Street Prescott AZ Southwestern Medical Center
5 Meridian Point 11250 N. 92nd Street Scottsdale AZ Rehab Systems
6 San Antonio Convalescent Center 921 Nolan Street San Antonio TX Living Centers of Texas
7 Broadway Lodge 1841 Flamingo San Antonio TX Living Centers of Texas
</TABLE>
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<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
8 Heritage House 200 Heritage Lane Eagle Lake TX Living Centers of Texas
9 Oak Manor 1200 Ferguson Nacogdoches TX Living Centers of Texas
10 Green Acres 2000 Beaumont Baytown TX Living Centers of Texas
11 Allenbrook 4109 Allenbrook Drive Baytown TX Living Centers of Texas
12 Green Acres 625 Meadowland Street Bridge City TX Living Centers of Texas
13 Green Acres 1302 Iverness Huntsville TX Living Centers of Texas
14 Carrollton Manor 1618 Kirby Street Carrollton TX Long Term Care of Texas
15 Green Acres 501 Timpson Center TX Living Centers of Texas
16 Castle Manor 1922 Castle Drive Garland TX Living Centers of Texas
17 Green Acres 93 Isaacs Road Humble TX Living Centers of Texas
3 Arbors East 5500 E. Broad Street Columbus OH Arbor Healthcare
2 Auburn Manor 375 Glenn Avenue Wash Ct House OH Horizon
18 Boardman Community Care Ctr. 5665 South Avenue Boardman OH Horizon
19 Rosewood Manor 935 Rosewood Drive Gallon OH Horizon
20 Horizon Village 2473 North Road, N.E. Warren OH Horizon
21 Ro-Ker Nursing Home 1495 South Freshley Road Alliance OH Horizon
22 Casa Delmar of Scottsdale 3333 N. Civic Center Plaza Scottsdale AZ Sun Health
23 Life Care Center of N. Glendale 13620 North 55th Avenue Glendale AZ LifeCare Center of America, Inc.
24 Life Care Center of Rochester 827 West 13th Street Rochester IN LifeCare Center of America, Inc.
25 Wabash Healthcare Center 600 Washington Street Wabash IN Evergreen
26 New Castle Healthcare Center 990 North 16th Street New Castle IN Evergreen
27 Christopher East 4301 Washington Avenue Evansville IN Evergreen
28 Care Inn Lasalle 1445 Chartres Street Lasalle IL Evergreen
29 Care Inn Litchfield 1285 East Union Avenue Litchfield IL Evergreen
30 Driftwood Manor 19700 Hesperian Blvd. Hayward CA Grancare
31 Driftwood Gilroy 8170 Murray Avenue Gilroy CA Pleasant Care
32 Driftwood Convalescent Hospital 2065 Los Gatos-Almaden R San Jose CA Grancare
33 Driftwood Healthcare 675 24th Avenue Santa Cruz CA Grancare
34 Hearthstone of Northern Nevada 1950 Baring Blvd. Sparks NV Horizon
35 Lifecare Center of Gwinnett 147 Lester Road Lawrenceville GA LifeCare Center of America, Inc.
36 Westview Manor 1145 Westview Derby KS Liberty
37 Southern Arizona Rehab. 1921 West Hospital Dr. Tucson AZ Continental
38 Orange Park Conv. Ctr. 5017 E. Chapman Orange CA Integrated Health Services
39 Brookville Healthcare Center 273 Main St. Brookville IN Liberty
41 Belleville Health Care Center 2626 Wesleyan Drive Belleville KS Liberty
40 Georgian Court 2826 Meadow Lark Dr. San Diego CA Golden State Health Care Centers, Inc.
42 Beechnut Manor 12777 Beechnut Houston TX Living Centers
43 Breezeway 2229 N. Carroll Gladewater TX Sun Health
44 Oak Manor-Linden 1205 W. Houston Linden TX Sun Health
45 New Boston Nursing Center 210 Rice Street New Boston TX Sun Health
46 Sherman Nursing Center 817 West Center Sherman TX Sun Health
47 Elmwood Nursing Home 16128 Jiles Street Omaha TX Sun Health
48 Pleasant Oaks 1606 Memorial Mount Pleasant TX Sun Health
49 General Care Center 111 Ussery Road Clarksville TN American Health Centers
50 Crestview Health Care Center 704 Dupree Street Brownsville TN American Health Centers
51 Four Oaks Health Care Center 1101 Persimmon Ridge Road Jonesborough TN American Health Centers
52 McNairy County Health Care Center Highway 64 Bypass Selmer TN American Health Centers
53 Clay County Manor Highway 53, Pitcock Lane Celina TN American Health Centers
54 Rosewood Manor of Columbia 1400 Rosewood Drive Columbia TN American Health Centers
55 VanAyer Manor Nursing Center 640 Hannings Lane Martin TN American Health Centers
56 Lewis County Manor 605 W. Main Street Hohenwald TN American Health Centers
57 Regent Park Manor Nursing Home 41 Libby Street Brockton MA American Health Centers
58 Kenoza Manor Convalescent Home 190 North Street Haverhill MA American Health Centers
59 Haverhill Manor Nursing HOme 100 Lawrence Street Haverhill MA American Health Centers
60 Pinnacle Care Center 1007 Johnston Salina KS Liberty
61 Oakwood Villa 2301 Severance Hutchinson KS Liberty
62 Devonshire Acres 1330 N. Syndey/P.O. Box 39 Sterling CO Chancellor Health Care, Inc.
63 Ojai Valley Community Hospital 1306 Maricopa Highway Ojai CA Brim
64 Hacienda de Monterey 44600 Monterey Avenue Palm Desert CA ARV Housing Group, Inc.
65 Palm Court 44600 Monterey Avenue Palm Desert CA Grancare
66 Life Care Center of Merrimack Valley 80 Boston Road, Rte. 3A N. Bellerica MA LifeCare Center of America, Inc.
67 Retirement in at Quail Ridge 12401 Trail Oaks Drive Oklahoma City OK Brim
68 Retirement in at Forest Lane 2920 Forest Lane Dallas TX Brim
69 Richmond Beach 19235 15th Avenue NW Seattle WA Sun Health
71 Terrace Heights Nursing Center 1100 East Nelson Rd. Moses Lake WA Sun Health
70 Lake Ridge Special Care Center 817 East Plum Moses Lake WA Sun Health
72 Bloomfield Manor 16 Coventry Street Bloomfield CT Sun Health
73 Oakwood Care Center 142 Bigelow Street Brighton MA Sun Health
74 Lakeland Hills Nursing Home 1919 Lakeland Hills Blvd. Lakeland FL Sun Health
75 Kinghaven Manor 14800 King Road Riverview MI ARV Housing Group, Inc.
76 Mallard Cove Manor 1410 Mallard Cove Manor Sharonville OH ARV Housing Group, Inc.
</TABLE>
A-2
<PAGE>
OFFICER'S CERTIFICATE
The undersigned, as the Vice President, Treasurer and Principal
Financial and Accounting Officer of Nationwide Health Properties, Inc. (the
"Company"), hereby certifies that, to the best of his information and belief,
the representations set forth below are true and correct, and hereby affirms the
accuracy of such other representations upon which O'Melveny & Myers has relied
in rendering its tax opinion addressed to the Company, to which this Certificate
is attached.
1. In connection with O'Melveny & Myers' tax opinion with respect to
the proposed offering of up to $100,000,000 aggregate principal amount (except
that with respect to Medium-Term Notes sold at or discount, the initial offering
price shall be used for purposes of such limitation) of the Company's Medium-
Term Notes, under Form S-3, Registration Statement (File No. 33-54870),
O'Melveny & Myers has been provided with a copy of the Company's actual federal
income tax return for calendar year 1993, as well as representations concerning,
and schedules of (a) the gross income for federal income tax purposes of the
Company for calendar year 1994 (including actual dividend dates and amounts in
and for calendar year 1994), which representations and schedules evidence the
Company's compliance with the 75%, 95% and 30% gross income tests applicable to
REITs and its compliance with the 95% distribution requirement applicable to
REITs in calendar year 1994 and (b) the values of the assets owned by the
Company at the end of each quarter commencing October 1, 1993 and ending
December 31, 1994.
2. For the Company to qualify as a REIT, no more than 50% in value of
its outstanding stock may be owned, directly or "constructively" (as defined by
section 544(a) and modified by section 856(h)(1)(B) of the Code), by five or
fewer "individuals" (as defined by section 542(a)(2) of the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Since its inception, the Company has satisfied the foregoing requirement.
Moreover, the Company intends to monitor closely the actual ownership of its
common stock so as to continue to do so.
3. The Company has not sold or otherwise disposed of any Properties
(as defined below) in the period commencing October 1, 1993 and ending December
31, 1994.
4. Each of the Leases (as defined below) was entered into by the
Company concurrently or substantially concurrently with the acquisition by the
Company of the Properties with respect to such Leases.
1
<PAGE>
5. The Company has monitored, and will continue to monitor, closely
any sales of the Properties so as to satisfy the 30% gross income test
applicable to REITs.
6. None of the Leases calls for rent to be received from a tenant that
is attributable to personal property which is leased under, or in connection
with, a lease of real property in excess of 15% of the total rent for the
taxable year attributable to both the real and personal property leased under,
or in connection with, such Leases.
7. None of the Leases with respect to any Properties calls for the
payment of rent based in whole or in part on the income or profits derived by
any person from such Properties. Under certain of the Leases, the Company is
entitled to "additional rent" measured by a specified percentage of the gross
revenues (the "specified percentage") attributable to the underlying Properties
in excess of gross revenues of such Properties earned during a base period (the
"base period determinable amount") subject to certain limitations. This lease
rental formula was designed to allow the Company to participate in the "gross
revenues" of the tenant and not in such tenant's net profits or income. The
"base period determinable amount" for each Lease does not depend in whole or in
part on the income or profits of the tenant or any subtenant thereof. Moreover,
the "specified percentage" and "base period determinable amount" for each Lease
was fixed at the time the Lease was entered into and no change in "specified
percentage" or "base period determinable amount" was renegotiated during the
term of any Lease in a manner which had the effect of basing rent on the income
or profits of the tenant or subtenant.
8. The Company has been advised, or in each case has individually
determined, that at the time each of the Leases was executed, each of the
underlying Properties, with good care and maintenance, had a remaining economic
life span of at least 20% in excess of its Lease term (including fixed rate or
maximum minimum rent option terms) and that the expected value of each of these
Properties (excluding inflation or deflation) at the end of the applicable Lease
term was expected to be at least equal to 20% of each Property's initial
purchase price.
9. In those Leases which contain purchase options in favor of the
tenant which provide for capped or fixed option prices, such capped or fixed
option prices represent a reasonable arm's-length estimate of the fair market
value of the Property subject to the purchase option at the time such option may
be exercised.
10. At the time the Leases were entered into, no improvements or
modifications to the Properties were required in order to complete the
Properties for their intended uses.
2
<PAGE>
11. Effective as of December 31, 1994, the Company and a wholly-owned
subsidiary of the Company transferred all of their Properties located in Texas,
and all of their loans secured by properties located in Texas to the MLD Texas
Trust, a Delaware business trust (the "Trust"). The Company has furnished
O'Melveny & Myers a true and correct copy of the Trust's Trust Agreement (the
"Trust Agreement"). The Trust Agreement has not been amended or terminated. At
all times since the inception of the Trust, the Company has owned 100% of the
beneficial interest in the Trust. No third party has any right to obtain any
kind of an interest in and to the Trust. The Trust is not a successor to any
other entity. The Company intends to treat the Trust as a corporation for
federal income tax purposes.
12. The Company has operated and will continue to operate in
accordance with the manner specified in the Registration Statement.
13. The Company will take all steps, including, but not limited to,
the declaration and payment of deficiency dividends, to the extent necessary to
maintain its status as a REIT.
14. Under each of the mortgage loans held by the Company during the
period commencing October 1, 1993 and ending December 31, 1994, (a) amounts
received or accrued, directly or indirectly, with respect to such mortgage loans
are fixed, vary based on an objective index or are based on a fixed percentage
or percentages of receipts or sales, including gross revenues (as determined in
a manner similar to that set forth in paragraph 7 above), and do not depend in
whole or in part on the net income or profits of any person; (b) at the time the
commitment by the Company to make or to purchase such mortgage loans became
binding on the Company, the fair market value of each property (or properties)
securing each of such mortgage loans equaled or exceeded the principal amount of
the loan which it (or they) secure(s); and (c) none of such mortgage loans
contains any provision entitling the Company to receive a specified portion of
any gain realized on the sale or exchange of the property (or properties)
securing each of such mortgage loans (or of any gain which would be realized if
the property were sold on a specified date) (i.e., a "shared appreciation
provision").
15. The Company has furnished O'Melveny & Myers with all factual
information for purposes of or in connection with its tax opinion which, taken
as a whole, is true, accurate and complete in all material respects on the date
as of which such information is dated or certified in light of the circumstances
under which such information was provided.
16. Each of the statements and representations set forth in paragraphs
1-12 of the Officer's Certificate of Mark L.
3
<PAGE>
Desmond, dated November 17, 1993 (a copy of which is attached hereto), continues
to be true and correct as of the date hereof.
For the purposes of this Officer's Certificate, Properties means any
facilities owned by the Company at any time during the period commencing October
1, 1993 and ending December 31, 1994. A list of such Properties is attached as
Exhibit A. The Company leases these Properties (the "Leases") to various
operators.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
signed as of this 15th day of February, 1995.
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland Corporation
By: /s/ Mark L. Desmond
----------------------------------
Mark L. Desmond
Vice President, Treasurer
and Principal Financial and
Accounting Officer
4
<PAGE>
EXHIBIT A
NATIONWIDE HEALTH PROPERTIES FACILITY LIST (Owned 10/1/93 - 12/31/94)
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
98 Oakridge Convalescent Center 1042 Oak Drive Richmond IN Beverly
98 Petersburg Health Care Center Pike Avenue, P.O. Box 273 Petersburg IN Beverly
142 Country House 1042 S. White Avenue Pomona CA Beverly
180 Pensacola Health Care Facility 1717 W. Avery Street Pensacola FL Beverly
202 The Cedars Nursing Home 1242 Cedars Court Charlottesville VA Beverly
204 Sleepy Hollow Manor 6700 Columbia Pike Annandale VA Beverly
235 Lakewood Manor 1510 Hebron Street Hendersonville NC Beverly
248 Walnut Hill Convalescent Center 287 South Boulevard Petersburg VA Beverly
249 Battlefield Park Convalescent Center 250 Flank Road Petersburg VA Beverly
271 Colton Villa 750 Dual Highway Hagerstown MD Beverly
272 Cumberland Villa Nursing Center 512 Winifred Road Cumberland MD Beverly
274 Westminister Nursing & Conv Center 1234 Washington Boulevard Westminister MD Beverly
325 Continental Manor of Wisconson Dolls 300 Race Street Wisconsin Dells WI Beverly
376 Tomah Care Center 1505 Butts Avenue Tomah WI Beverly
396 Prairie Haven Nursing Home North Highway 36 Kensington KS Beverly
448 Maryville Health Care Center 524 N. Laura Maryville MO Beverly
455 Manhattan Convalescent Center 4610 S. Manhattan Avenue Tampa FL Beverly
499 Suwanee Health Care Center 1620 Helvension Ext. Live Oak FL Beverly
518 Covington Heights Health Care Center 3900 Cathie Avenue Sioux Falls SD Beverly
796 Park Lake Nursing and Rehab 1700 Monroe Avenue, POB 1 Winter Park FL Beverly
799 Andrew Care Home 1215 South 9th Street Minneapolis MN Beverly
810 Fairbault Manor Healthcare Center 1738 Hulett Avenue N. Faribault MN Beverly
850 Ashwood Health Care Center 500 Russell Street Wilmar MN Beverly
989 Tabor Street Nursing Home 19 Tabor Street New Bedford MA Beverly
991 Cape Cod Nursing Home 27 Lewis Point Road, POB H Buzzards Bay MA Beverly
1126 Jacksonville Convalescent Manor 1320 W. Braden Jacksonville AR Beverly
1128 Arkansas Healthcare Nursing Center 909 Golflinks Road Hot Springs AR Beverly
1305 El Paso Convalescent Center 11525 Vista del Sol Drive El Paso TX Beverly
1331 Leisure Lodge of Gilmer 1704 Bradford Gilmer TX Beverly
2069 Wallesley Manor Nursing Home 878 Worcester Street Wellesley MA Beverly
2129 Advantage Therapy & Nursing 611 S. 13th Street Ft. Pierce FL Beverly
2601 Highland Healthcare Center 2997 St. Anthony Drive Green Bay WI Beverly
2602 Riverside Nursing Home 100 Scharer Avenue Oconto WI Beverly
2604 Chilton Village 810 Memorial Drive Chilton WI Beverly
2606 Western Village 1640 Shawano Avenue Green Bay WI Beverly
2607 Florence Villa 1000 Chapin Street Florence WI Beverly
2628 Golden Acres 500 Western Street Onaga KS Beverly
2817 Shorewood Heights 3710 N. Oakland Avenue Shorewood WI Beverly
2818 South Shore Manor 1915 E. Tripoli Avenue St. Francis WI Beverly
2819 Greendale Health Care Center 3129 Michigan Avenue Sheboygan WI Beverly
2828 Clearview Manor Conv & Rehab Center 6844 Portland Avenue Tacoma WA Beverly
2853 Lantern Park Manor Nursing Home College Dr. & Franklin Ave. Colby KS Beverly
2855 Oakley Manor 815 Price Street Oakley KS Beverly
2858 Highland Acres 130 E. Lake Street Winsted CT Beverly
2859 West Wynde Nursing Center 555 Saw Mill Road West Haven CT Beverly
2860 Greenwood Health Center 5 Greenwood Street Torrington CT Beverly
2895 Ostrander Nursing Home Second & Minnesota Streets Ostrander MN Beverly
2923 Owatonna Health Care Center 201 S.W. 18th Street Owatonna MN Beverly
2930 Meadow Glade Manor 11117 N.E. 139th Street Battleground WA Beverly
2994 Renfro Nursing Home 1413 W. Main Waxahachie TX Beverly
2858 Pleasant Manor 301 W. Taft Avenue Sapulpa OK Medi-Plex II
2857 Sunset Estates 501 W. King Street Maud OK Medi-Plex II
2947 Willow Haven 1301 N. 5th Street Tonkawa OK Medi-Plex II
275 Clinton Convalescent Center 9211 Stuart Lane Clinton MD Global Nursing Center
1413 Texarkana Nursing Center 4920 Elizabeth Street Texarkana TX BritWill HealthCare & Co.
474 Corvallis Care Center 980 NW Spruce Street Corvalis OR Pinnacle Healthcare
475 Hillside Heights Care Center 1201 McLean Boulevard Eugene OR Pinnacle Healthcare
476 Green Valley Care Center 1735 Adkins Street Eugene OR Pinnacle Healthcare
477 Laurelhurst Care Center 2827 SE Salmon Portland OR Marquis Quality Management
753 Jacksonville Convalescent Center 730 College Street Jacksonville FL BAT Enterprises
1334 Red River Haven Nursing Center 319 Terrace Road Bogota TX Healthcare Centers of Texas, Inc.
2824 Extend-A-Care Torrington 225 Wyoming Avenue Torrington CT Sun Health
2852 Suburban Acres Nursing Center 3901 Elysian Park Road Marshall TX Marshall Healthcare, Inc.
2934 Harral's Nursing Center 820 Sprague Avenue Buhl ID Northwest - BEC Corp.
2975 University Nursing Center 2030 University Drive McKinney TX Healthcare Centers of Texas, Inc.
3123 Lakewood Nursing Center 285 Rivar Avenue Lakewood NJ Michael Konig (Beverly sub-lease)
</TABLE>
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<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
3397 Hopkins Healthcare 724 County Road 18 Minneapolis MN Health Dimensions (Beverly sub-lease)
3393 Central Care Center 1828 Central Ave., N.E. Minneapolis MN Health Dimensions (Beverly sub-lease)
3400 La Salle Convalescent Home 1920 La Salle Avenue Minneapolis MN Health Dimensions (Beverly sub-lease)
3406 Osseo Healthcare Center 525 2nd Street SE Osseo MN Health Dimensions (Beverly sub-lease)
1 Chowchilla Convalescent Center 1010 Venture Avenue Chowchilla CA Beverly
4 Prescott (Meadow Pk, PPR Tree) 860 Dougherty Street Prescott AZ Southwestern Medical Center
5 Meridian Point 11250 N. 92nd Street Scottsdale AZ Rehab Systems
6 San Antonio Convalescent Center 921 Nolan Street San Antonio TX Living Centers of Texas
7 Broadway Lodge 1841 Flamingo San Antonio TX Living Centers of Texas
8 Heritage House 200 Heritage Lane Eagle Lake TX Living Centers of Texas
9 Oak Manor 1200 Ferguson Nacogdoches TX Living Centers of Texas
10 Green Acres 2000 Beaumont Baytown TX Living Centers of Texas
11 Allenbrook 4109 Allenbrook Drive Baytown TX Living Centers of Texas
12 Green Acres 625 Meadowland Street Bridge City TX Living Centers of Texas
13 Green Acres 1302 Iverness Huntsville TX Living Centers of Texas
14 Carrollton Manor 1618 Kirby Street Carrollton TX Long Term Care of Texas
15 Green Acres 501 Timpson Center TX Living Centers of Texas
16 Castle Manor 1922 Castle Drive Garland TX Living Centers of Texas
17 Green Acres 93 Isaacs Road Humble TX Living Centers of Texas
3 Arbors East 5500 E. Broad Street Columbus OH Arbor Healthcare
2 Auburn Manor 375 Glenn Avenue Wash Ct House OH Horizon
18 Boardman Community Care Ctr 5665 South Avenue Boardman OH Horizon
19 Rosewood Manor 935 Rosewood Drive Galion OH Horizon
20 Horizon Village 2473 North Road, N.E. Warren OH Horizon
21 Ro-Ker Nursing Home 1495 South Freshley Road Alliance OH Horizon
22 Casa Delmar of Scottsdale 3333 N. Civic Center Plaza Scottsdale AZ Sun Health
23 Life Care Center of N. Glendale 13620 North 55th Avenue Glendale AZ LifeCare Center of America, Inc.
24 Life Care Center of Rochester 827 West 13th Street Rochester IN LifeCare Center of America, Inc.
25 Wabash Healthcare center 600 Washington Street Wabash IN Evergreen
26 New Castle Healthcare Center 990 North 16th Street New Castle IN Evergreen
27 Christopher East 4301 Washington Avenue Evansville IN Evergreen
28 Care Inn Lasalle 1445 Chartres Street Lasalle IL Evergreen
29 Care Inn Litchfield 1285 East Union Avenue Litchfield IL Evergreen
30 Driftwood Manor 19700 Hesperian Blvd Hayward CA Grancare
31 Driftwood Gilroy 8170 Murray Avenue Gilroy CA Pleasant Care
32 Driftwood Convalescent Hospital 2065 Los Gatos-Almaden R San Jose CA Grancare
33 Driftwood Healthcare 675 24th Avenue Santa Cruz CA Grancare
34 Earthstone of Northern Nevada 1950 Baring Blvd Sparks NV Horizon
35 Lifecare Center of Gwinnett 147 Lester Road Lawrenceville GA LifeCare Center of America, Inc.
36 Westview Manor 1145 Westview Derby KS Liberty
37 Southern Arizona Rehab 1921 West Hospital Dr. Tucson AZ Continental
38 Orange Park Conv. Cir. 5017 E. Chapman Orange CA Integrated Health Services
39 Brookville Healthcare Center 273 Main St. Brookville IN Liberty
41 Belleville Health Care Center 2626 Wesleyan Drive Belleville KS Liberty
40 Georgian Court 2828 Meadow Lark Dr. San Diego CA Golden State Health Care Centers, Inc.
42 Beechnut Manor 12777 Beechnut Houston TX Living Centers
43 Breezeway 2229 N. Carroll Gladewater TX Sun Health
44 Oak Manor - Linden 1205 W. Houston Linden TX Sun Health
45 New Boston Nursing Center 210 Rice Street New Boston TX Sun Health
46 Sherman Nursing Center 817 West Center Sherman TX Sun Health
47 Elmwood Nursing Home 16128 Jiles Street Omaha TX Sun Health
48 Pleasant Oaks 1606 Memorial Mount Pleasant TX Sun Health
49 General Care Center 111 Ussery Road Clarksville TN American Health Centers
50 Crestview Health Care Center 704 Dupree Street Brownsville TN American Health Centers
51 Four Oaks Heath Care Center 1101 Persimmon Ridge Road Jonesborough TN American Health Centers
52 McNairy County Health Care Center Highway 84 Bypass Selmer TN American Health Centers
53 Clay County Manor Highway 53, Pilcock Lane Celina TN American Health Centers
54 Rosewood Manor of Columbia 1400 Rosewood Drive Columbia TN American Health Centers
55 VanAyer Manor Nursing Center 640 Hannings Lane Martin TN American Health Centers
56 Lewis County Manor 605 W. Main Street Hohenwald TN American Health Centers
57 Regent Park Manor Nursing Home 41 Libby Street Brockton MA American Health Centers
58 Kenoza Manor Convalescent Home 190 North Street Haverhill MA American Health Centers
59 Havarhill Manor Nursing Home 100 Lawrence Street Haverhill MA American Health Centers
60 Pinnecle Care Center 1007 Johnston Salina KS Liberty
61 Oakwood Villa 2301 Severance Hutchinson KS Liberty
62 Devonshire Acres 1330 N. Syndey/P.O. Box 392 Sterling CO Chancellor Health Care, Inc.
</TABLE>
A-2
<PAGE>
NATIONWIDE HEALTH PROPERTIES FACILITY LIST
<TABLE>
<CAPTION>
FAC # FACILITY NAME ADDRESS CITY STATE OPERATOR
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
63 Ojai Valley Community Hospital 1306 Maricopa Highway Ojai CA Brim
64 Hacienda de Monterey 44600 Monterey Avenue Palm Desert CA ARV Housing Group, Inc.
65 Palm Court 44600 Monterey Avenue Palm Desert CA Grancare
66 Life Care Center of Merrimack Valley 80 Boston Road, Rte 3A N. Bellerica MA LifeCare Center of America, Inc.
67 Retirement in at Quail Ridge 12401 Trail Oaks Drive Oklahoma City OK Brim
68 Retirement in at Forest Lane 2820 Forest Lane Dallas TX Brim
69 Richmond Beach 19235 15th Avenue NW Seattle WA Sun Health
70 Terrace Heights Nursing Center 1100 East Nelson Rd Moses Lake WA Sun Health
71 Lake Ridge Special Care Center 817 East Plum Moses Lake WA Sun Health
72 Bloomfield Manor 16 Coventry Street Bloomfield CT Sun Health
73 Oakwood Care Center 142 Bigelow Street Brighton MA Sun Health
74 Lakeland Hills Nursing Home 1919 Lakeland Hills Blvd. Lakeland FL Sun Health
</TABLE>
A-3
