As filed with the Securities and Exchange Commission on January 18,
2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 95-3997619
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
________________
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660
(949) 718-4400
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
________________
R. BRUCE ANDREWS
Chief Executive Officer and President
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660
(949) 718-4400
(Name and address, including zip code, and telephone number, including
area code, of agent for service)
________________
Copy to:
GARY J. SINGER, ESQ.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective
as determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of Each Amount to Proposed Maximum Proposed Maximum Amount of
Class of be Offering Price Aggregate Registration
Securities to Registered Per Share(1) Offering Fee
be Registered Price(1)
Common Stock, 201,190 $14.53 $2,923,291 $772
$0.10 par value
per share .....
___________________
(1) The price of $14.53 was the average of the high and low
prices of the Common Stock on the New York Stock Exchange on
January 12, 2000 is set forth solely for the purpose of
computing the registration fee pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
</TABLE>
<PAGE>
The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 18, 2000
PRELIMINARY PROSPECTUS
201,190 Shares
NATIONWIDE HEALTH PROPERTIES, INC.
Common Stock
________________
This prospectus relates to the public offering, which is not
being underwritten, of 201,190 shares of our common stock, $0.10
par value per share, which is held by some of our current
stockholders (each a "Selling Stockholder").
The prices at which such stockholders may sell the shares will
be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds
from the sale of the shares.
Our common stock is quoted on the New York Stock Exchange under
the symbol "NHP." On January 12, 2000, the average of the high
and low price for the common stock was $14.53.
________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
________________
The date of this prospectus is January 18, 2000
AVAILABLE INFORMATION
Nationwide Health Properties files with the Securities and
Exchange Commission annual, quarterly and other reports, proxy
statements and other information. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, DC 20549 and in New York, New York and
Chicago, Illinois. For further information on the public
reference rooms you can call the SEC at 1-800-SEC-0330. Our SEC
filings are also available at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005. In
addition, our SEC filings are available to the public at the
SEC's web site at: http://www.sec.gov.
Nationwide Health Properties has filed with the SEC a
registration statement on Form S-3 under the Securities Act of
1933, as amended. This prospectus does not contain all of the
information set forth in the registration statement, certain
parts of which are omitted in accordance with the SEC's rules.
You may read or obtain copies of the complete registration
statement in the manner described above, including the SEC's web
site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information
that we file with them, which means that we can disclose
important information to you by referring you to other documents
filed with the SEC. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and may
supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c) 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the termination of this
offering:
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
Current Report on Form 8-K, filed with the Commission on
February 19, 1999;
Definitive Proxy Statement, dated March 19, 1999, in
connection with our 1999 annual meeting of stockholders; and
The description of our common stock, $0.10 par value per
share, and associated rights, contained in our Registration
Statement on Form S-3, filed on November 27, 1996, including
any amendment or report filed for the purpose of updating
this description.
You may request a copy of these filings, at no cost, by writing
or calling us at the following address:
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660
Attention: Mark L. Desmond
Telephone number: (949) 718-4400
You should rely on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else
to provide you with different information. We are not making an
offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other
than the date on the front of those documents.
THE COMPANY
The principal executive offices of Nationwide Health
Properties, Inc. are located at 610 Newport Center Drive, Suite
1150, Newport Beach, California 92660. The Company's telephone
number is (949) 718-4400.
USE OF PROCEEDS
We will not receive any proceeds from the offering. The
Selling Stockholders will receive all the proceeds from the
offering. All costs, expenses and fees in connection with the
offering will be borne by us. Brokerage commissions and similar
selling expenses, if any, will be borne by the Selling
Stockholders.
PLAN OF DISTRIBUTION
We are registering all 201,190 shares of our common stock (the
"Shares") on behalf of the Selling Stockholders. As used in this
prospectus, "Selling Stockholders" includes donees and pledgees
selling shares received from a named Selling Stockholder after
the date of this prospectus. All costs, expenses and fees in
connection with the registration of the Shares offered by this
prospectus will be borne by us. Brokerage commissions or similar
selling expenses, if any, attributable to the sale of the Shares
will be borne by the Selling Stockholders.
All of the Shares were originally issued by us in connection
with the merger of Drury Place of Salina, Inc., Drury Place At
Alvamar, Inc. and Drury Place Apartments, Inc., each a Kansas
corporation, with and into a wholly-owned subsidiary of
Nationwide Health Properties (the "Merger"). The Shares were
issued pursuant to exemptions from the registration requirements
of the Securities Act of 1933, as amended, provided by Section
4(2) thereof. The Shares are being registered by us pursuant to
a Registration Rights Agreement, dated as of April 30, 1998,
among the Selling Stockholders and us.
Sales of Shares may be effected by Selling Stockholders from
time to time in one or more types of transactions (which may
include block transactions) on the New York Stock Exchange, in
the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the Shares, through
short sales of Shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, or at negotiated
prices. Such transactions may or may not involve brokers or
dealers. The Selling Stockholders have advised us that they have
not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of
their securities, nor is there an underwriter or coordinating
broker acting in connection with the proposed sale of Shares by
the Selling Stockholders.
The Selling Stockholders may effect such transactions by
selling Shares directly to purchasers or to or through broker-
dealers, which may act as agents or principals. Such broker-
dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders and/or
the purchasers of Shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess
of customary commissions).
The Selling Stockholders and any broker-dealers that act in
connection with the sale of Shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by such broker-
dealers and any profit on the resale of the Shares sold by them
while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act. We have
agreed to indemnify each Selling Stockholder against certain
liabilities, including liabilities arising under the Securities
Act. The Selling Stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions
involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
Because Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the
Selling Stockholders will be subject to the prospectus delivery
requirements of the Securities Act, which may include delivery
through the facilities of the New York Stock Exchange pursuant to
Rule 153 under the Securities Act. We have informed the Selling
Stockholders that the anti-manipulative provisions of Regulation
M promulgated under the Exchange Act may apply to their sales in
the market.
Selling Stockholders also may resell all or a portion of the
Shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and
conform to the requirements of such Rule.
Upon notification by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the
sale of Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker
or dealer, a supplement to this prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act,
disclosing (1) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (2) the number of shares
involved, (3) the price at which such shares were sold, (4) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (5) that such broker-
dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this
prospectus and (6) other facts material to the transaction. In
addition, upon notification by a Selling Stockholder that a
permitted donee under the Registration Rights Agreement intends
to sell more than 500 shares, a supplement to this prospectus
will be filed.
We have undertaken to keep a registration statement of which
this prospectus constitutes a part effective until the earlier of
the disposition of the securities offered hereby or April 30,
2000. After such period, if we choose not to maintain the
effectiveness of the registration statement of which this
prospectus constitutes a part, the securities issuable upon
exercise hereof and offered hereby may not be sold, pledged,
transferred or assigned, except in a transaction which is exempt
under the provisions of the Securities Act or pursuant to an
effective registration statement thereunder.
SELLING STOCKHOLDERS
The following table sets forth the number of shares of common
stock owned by each of the Selling Stockholders. To the best of
our knowledge, none of the Selling Stockholders has had a
material relationship with Nationwide Health Properties within
the past three years other than as a result of the ownership of
the Shares or other securities of Nationwide Health Properties.
Because the Selling Stockholders may offer all or some of the
Shares which they hold pursuant to the offering contemplated by
this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares, no estimate can be given as to the amount of Shares
that will be held by the Selling Stockholders after completion of
this offering. No Selling Stockholder beneficially owns 1% or
more of the outstanding shares of common stock of Nationwide
Health Properties at December 6, 1999. The Shares offered by
this prospectus may be offered from time to time by the Selling
Stockholders named below.
<TABLE>
<S> <C> <C>
Name of Selling Stockholder Number of Number of
Shares Shares
Beneficially Registered
Owned for Sale
Hereby(1)
Donald B. Rolley, trustee U/A 119,017 119,017
DTD 1/12/84 Donald B. Rolley,
Settlor ........................
Roberta E. Rolley, trustee U/A 54,314 54,314
DTD 1/10/97 Roberta E. Rolley,
Settlor ........................
John L. Casson .................. 27,859 27,859
___________________
(1)This registration statement shall also cover any additional
shares of common stock which become issuable in connection
with the shares registered for sale hereby by reason of any
stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of
consideration which results in an increase in the number of
the registrant's outstanding shares of common stock
</TABLE>
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed
upon for the company by O'Melveny & Myers LLP, Newport Beach,
California.
EXPERTS
Arthur Andersen LLP, independent public accountants, audited
the company's financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration
statement. These documents are incorporated by reference herein
in reliance upon the authority of Arthur Andersen LLP as experts
in accounting and auditing in giving the audit reports.
<PAGE>
201,190 Shares
Nationwide Health Properties, Inc.
Common Stock
_________________
Prospectus
_________________
_________________________
January 18, 2000
_________________________
No dealer, salesman or other person has been authorized to
give any information or to make any representation other than
those contained in this prospectus in connection with the offer
contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having
been authorized by us, any selling stockholder or by any other
person. This prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, any securities other than the
shares of common stock offered hereby, or an offer to sell, or a
solicitation of an offer to buy, such shares in any jurisdiction
in which, or to any person to whom, such offer or solicitation
would be unlawful. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in our affairs since
the date hereof or that information herein is correct as of any
time subsequent to its date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the offer and sale of the
securities being registered, other than underwriting discounts
and commissions, are estimated as follows:
SEC registration fee $ 772
Legal fees and expenses 7,500
Accounting fees and expenses 1,000
Printing fees 500
Miscellaneous fees and expenses 1,000
Total $10,772
Item 15. Indemnification of Directors and Officers
The Amended and Restated Articles of Incorporation of
Nationwide Health Properties provide for indemnification of
directors and officers to the full extent permitted by the laws
of the State of Maryland.
Section 2-418 of the Maryland General Corporation Law generally
permits indemnification of any director or officer made a party
to any proceedings by reason of service as a director or officer
unless it is established that (i) the act or omission of such
person was material to the matter giving rise to the proceeding
and was committed in bad faith or was the result of active and
deliberate dishonesty; or (ii) such person actually received an
improper personal benefit in money, property or services; or
(iii) in the case of any criminal proceeding, such person had
reasonable cause to believe that the act or omission was
unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided,
however, that if the proceeding is one by, or in the right of the
corporation, indemnification is not permitted with respect to any
proceeding in which the director or officer had been adjudged to
be liable to the corporation. The termination of any proceeding
by conviction, upon a plea of nolo contendere or its equivalent
or upon an entry of an order of probation prior to judgment
creates a rebuttable presumption that the director or officer did
not meet the requisite standard of conduct required for permitted
indemnification. The termination of any proceeding by judgment,
order or settlement, however, does not create a presumption that
the director or officer failed to meet the requisite standard of
conduct for permitted indemnification.
Nationwide Health Properties has entered into indemnity
agreements with its officers and directors that provide that the
company will pay on behalf of the indemnified party any amount
which the indemnified party is or becomes legally obligated to
pay because of any act or omission or neglect or breach of duty,
including any actual or alleged error or misstatement or
misleading statement, which the indemnified party commits or
suffers while acting in the capacity as an officer or director of
the company.
Since November 1986, Nationwide Health Properties has had in
force directors' and officers' liability and company
reimbursement insurance covering liability for error,
misstatement, misleading statement, act or omission, and neglect
or breach of duty claimed against them solely by reason of their
being directors or officers of the company.
Item 16. Exhibits
Exhibit Exhibit Title
Number
4.1(a) Amended and Restated Articles of
Incorporation, filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-11
(No. 33-1128), effective December 19, 1985,
and incorporated herein by this reference.
4.1(b) Articles of Amendment of the Amended and
Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Form 10-Q for the quarter ended March 31,
1989, and incorporated herein by this
reference.
4.1(c) Articles of Amendment of Amended and Restated
Articles of Incorporation of the Company,
filed as Exhibit 3.1(c) to the Company's
Registration Statement on Form S-11 (No. 33-
32251), effective January 23, 1990, and
incorporated herein by this reference.
4.1(d) Articles of Amendment of Amended and Restated
Articles of Incorporation of the Company filed
as Exhibit 3.1(d) to the Company's Form 10-K
for the year ended December 31, 1994, and
incorporated herein by this reference.
4.1(e) Articles Supplementary to the Amended and
Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Form 8-K filed September 26, 1997, and
incorporated herein by this reference.
5.1 Opinion of O'Melveny & Myers LLP.
23.1 Consent of Arthur Andersen LLP, independent
public accountant.
23.2 Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1 hereto).
24.1 Power of Attorney (included on page II-4 of
this registration statement).
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, unless the information required to
be included in such post-effective amendment is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement,
unless the information required to be included in such post-
effective amendment is contained in a periodic report filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Newport Beach, State of California, on the 18th of January,
2000.
NATIONWIDE HEALTH PROPERTIES, INC.
By: /s/ R. Bruce Andrews
R. Bruce Andrews
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Nationwide Health
Properties, Inc., do hereby constitute and appoint R. Bruce
Andrews and Mark L. Desmond, or either of them, our true and
lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents,
or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this
registration statement, including specifically, but without
limitation, power and authority to sign for us or any of us in
our names and in the capacities indicated below, any and all
amendments (including post-effective amendments) to this
registration statement, or any related registration statement
that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, as amended; and we do hereby ratify
and confirm all that the said attorneys and agents, or either of
them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signatures Title Date
/s/ Charles D. Miller Chairman and Director January 18, 2000
Charles D. Miller
/s/ R. Bruce Andrews President, Chief January 18, 2000
R. Bruce Andrews Executive Officer and
Director (principal
executive officer)
/s/ Mark L. Desmond Senior Vice President January 18, 2000
Mark L. Desmond and Chief Financial
Officer (principal
financial and
accounting officer)
/s/ John C. Argue Director January 18, 2000
John C. Argue
/s/ David R. Banks Director January 18, 2000
David R. Banks
/s/ Sam A. Brooks, Jr. Director January 18, 2000
Sam A. Brooks, Jr.
/s/ Jack D. Samuelson Director January 18, 2000
Jack D. Samuelson
</TABLE>
INDEX TO EXHIBITS
Exhibit Exhibit Title
Number
4.1(a) Amended and Restated Articles of
Incorporation, filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-11
(No. 33-1128), effective December 19, 1985,
and incorporated herein by this reference.
4.1(b) Articles of Amendment of the Amended and
Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Form 10-Q for the quarter ended March 31,
1989, and incorporated herein by this
reference.
4.1(c) Articles of Amendment of Amended and Restated
Articles of Incorporation of the Company,
filed as Exhibit 3.1(c) to the Company's
Registration Statement on Form S-11 (No. 33-
32251), effective January 23, 1990, and
incorporated herein by this reference.
4.1(d) Articles of Amendment of Amended and Restated
Articles of Incorporation of the Company filed
as Exhibit 3.1(d) to the Company's Form 10-K
for the year ended December 31, 1994, and
incorporated herein by this reference.
4.1(e) Articles Supplementary to the Amended and
Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Form 8-K filed September 26, 1997, and
incorporated herein by this reference.
5.1 Opinion of O'Melveny & Myers LLP.
23.1 Consent of Arthur Andersen LLP, independent
public accountant.
23.2 Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1 hereto).
24.1 Power of Attorney (included on page II-4 of
this registration statement).
<PAGE>
January 18, 2000
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660
Re: Nationwide Health Properties, Inc. Form S-3
Registration Statement
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-3 filed by you with the Securities and
Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 201,190 shares of
Common Stock, $0.10 par value per share (the "Shares"), of
Nationwide Health Properties, Inc., a Maryland corporation (the
"Corporation").
In our capacity as special counsel to you, we have examined
originals or copies of those corporate and other records and
documents we considered appropriate. In that regard, we are
familiar with the proceedings taken by you in connection with
the authorization and issuance of the Shares. As to relevant
factual matters, we have relied upon, among other things, the
Corporation's factual representations in the Corporation's
Certificate. In addition, we have obtained and relied upon
those certificates of public officials we considered
appropriate. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals
and the conformity with originals of all documents submitted to
us as copies.
On the basis of such examination, our reliance upon the
assumptions in this opinion and our consideration of those
questions of law we considered relevant, and subject to the
limitations and qualifications in this opinion, we are of the
opinion that the Shares are validly issued, fully paid and
nonassessable shares of Common Stock of the Corporation.
The law covered by this opinion is limited to the present
General Corporation Law of the State of Maryland. We express no
opinion as to the laws of any other jurisdiction and no opinion
regarding the statutes, administrative decisions, rules,
regulations or requirements of any county, municipality,
subdivision or local authority of any jurisdiction.
This opinion is expressly limited to the matters set forth
above and we render no opinion, whether by implication or
otherwise, as to any other matters. We assume no obligation to
update or supplement this opinion to reflect any facts or
circumstances that arise after the date of this opinion and come
to our attention, or any future changes in law.
We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Registration Statement under the heading "Legal Matters."
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our reports (and to all references to our Firm) included in or
made a part of this registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
January 17, 2000
