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UNITED STATES
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): February 12, 2024
Healthpeak
Properties, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Maryland |
001-08895 |
33-0091377 |
(State or other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices)
(Zip Code)
(720) 428-5050
(Registrant’s telephone number,
including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which
registered |
| Common stock, $1.00 par value |
PEAK |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 8, 2024, Healthpeak
Properties, Inc., a Maryland corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
an automatic shelf registration statement on Form S-3ASR (the “New Registration Statement”) to replace the automatic shelf
registration statement on Form S-3ASR (No. 333-269718) filed with the SEC on February 13, 2023 (the “Prior Registration Statement”).
The Prior Registration Statement was terminated upon the effectiveness of the New Registration Statement on February 8, 2024.
In connection with the filing
of the New Registration Statement, on February 12, 2024, the Company filed the following eleven prospectus supplements:
(i) A prospectus supplement
covering the offering of 6,912,969 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”),
pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRIP Prospectus Supplement”). The DRIP
Prospectus Supplement continues an offering of 12,000,000 shares previously covered by the Prior Registration Statement.
(ii) A prospectus supplement
covering the issuance of up to 1,053,318 shares of Common Stock to the holders of certain non-managing member units of HCPI/Utah, LLC
upon tender of those units in exchange for shares of Common Stock that the Company may issue pursuant to redemption rights set forth in
that certain Amended and Restated Limited Liability Company Agreement dated as of January 20, 1999, of HCPI/Utah, LLC, as amended (the
“Utah I Operating Agreement”), and the possible resale of shares of our Common Stock by such holders (the “Utah I Exchange
and Resale Shares Prospectus Supplement”). The Utah I Exchange and Resale Shares Prospectus Supplement continues an offering of
Common Stock previously covered by the Prior Registration Statement.
(iii) A prospectus supplement
covering the resale of up to 57,637 shares of Common Stock that may be issuable or have been issued upon exchange of 25,074 non-managing
member units of HCPI/Utah, LLC (the “Utah I Resale Shares Prospectus Supplement”) pursuant to redemption rights set forth
in the Utah I Operating Agreement. The Utah I Resale Shares Prospectus Supplement continues an offering of Common Stock previously covered
by the Prior Registration Statement.
(iv) A prospectus supplement
covering the resale of up to 324,539 shares of Common Stock that may be issuable or have been issued upon exchange of 141,188 non-managing
member units of HCPI/Utah II, LLC (the “Utah II Resale Shares Prospectus Supplement”) pursuant to redemption rights set forth
in that certain Amended and Restated Limited Liability Company Agreement, dated as of August 17, 2001, of HCPI/Utah II, LLC, as amended
(the “Utah II Operating Agreement”). The Utah II Resale Shares Prospectus Supplement continues an offering of Common Stock
previously covered by the Prior Registration Statement.
(v) A prospectus supplement
covering the issuance of up to 1,046,765 shares of Common Stock to the holders of certain non-managing member units of HCPI/Utah II, LLC,
upon tender of those units in exchange for shares of Common Stock (the “Utah II Exchange Shares Prospectus Supplement”) that
the Company may issue pursuant to redemption rights set forth in the Utah II Operating Agreement. The Utah II Exchange Shares Prospectus
Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.
(vi) A prospectus supplement
covering the issuance of up to 1,571,988 shares of Common Stock to the holders of certain non-managing member units of HCPI/Utah II, LLC
upon tender of those units in exchange for shares of Common Stock that the Company may issue pursuant to redemption rights set forth in
the Utah II Operating Agreement and the possible resale of shares of our Common Stock by such holders (the “Utah II Exchange and
Resale Shares Prospectus Supplement”). The Utah II Exchange and Resale Shares Prospectus Supplement continues an offering of Common
Stock previously covered by the Prior Registration Statement.
(vii) A prospectus supplement
covering the resale of up to 281,515 shares of Common Stock that may be issuable upon exchange of 122,473 non-managing member units of
HCPI/Tennessee, LLC (the “Tennessee Prospectus Supplement”) pursuant to redemption rights set forth in that certain Amended
and Restated Limited Liability Company Agreement, as amended, of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October
19, 2005. The Tennessee Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.
(viii) A prospectus supplement
covering the issuance of up to 1,824,603 shares of Common Stock to the holders of non-managing member units of HCP DR MCD, LLC upon tender
of those units in exchange for shares of Common Stock (the “MCD Prospectus Supplement”) that the Company may issue pursuant
to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of February 9, 2007,
of HCP DR MCD, LLC. The MCD Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.
(ix) A prospectus supplement
covering the issuance of up to 52,556 shares of Common Stock to the holders of non-managing member units of HCP DR California II, LLC
upon tender of those units in exchange for shares of Common Stock (the “California II Prospectus Supplement”) that the Company
may issue pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of
June 1, 2014, of HCP DR California II, LLC. The California II Prospectus Supplement continues an offering of Common Stock previously covered
by the Prior Registration Statement.
(x) A prospectus supplement
covering the issuance of up to 117,079 shares of Common Stock to the holders of non-managing member units of HCP DR California III, LLC
upon tender of those units in exchange for shares of Common Stock (the “California III Prospectus Supplement”) that the Company
may issue pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of
May 1, 2019, of HCP DR California III, LLC, as amended. The California III Prospectus Supplement continues an offering of Common Stock
previously covered by the Prior Registration Statement.
(xi) A prospectus supplement
covering the issuance of up to 887,746 shares of Common Stock to the holders of non-managing member units of SH DR California IV, LLC
upon tender of those units in exchange for shares of Common Stock (the “California IV Prospectus Supplement”) that the Company
may issue pursuant to redemption rights set forth in that certain Second Amended and Restated Limited Liability Company Agreement, dated
as of July 18, 2019, of SH DR California IV, LLC, as amended. The California IV Prospectus Supplement continues an offering of Common
Stock previously covered by the Prior Registration Statement.
The Company is filing this
Current Report on Form 8-K to provide legal opinions of its counsel, Ballard Spahr LLP, regarding the legality of the securities covered
by the DRIP Prospectus Supplement, the Utah I Exchange and Resale Shares Prospectus Supplement, the Utah I Resales Shares Prospectus Supplement,
the Utah II Resale Shares Prospectus Supplement, the Utah II Exchanges Shares Prospectus Supplement, the Utah II Exchange and Resale Shares
Prospectus Supplement, the Tennessee Prospectus Supplement, the MCD Prospectus Supplement, the California II Prospectus Supplement, the
California III Prospectus Supplement and the California IV Prospectus Supplement, which opinions are attached hereto as Exhibits 5.1,
5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.11, respectively.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being
filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 12, 2024
| |
Healthpeak Properties, Inc. |
| |
|
| |
By: |
/s/ Peter A. Scott |
| |
|
Peter A. Scott |
| |
|
Chief Financial Officer |
Exhibit 5.1
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") - Issuance of up to
6,912,969 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"),
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the "Act"),
by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth
below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (collectively, the
"Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (collectively, the "Directors'
Resolutions"); |
| (iv) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), including the Plan set forth therein, in substantially the form filed or to be filed with the Commission pursuant to
the Act; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the Plan are true, correct and complete,
have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (vii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | between the date hereof and the date of issuance of the Shares subsequent to the date hereof, the Company
will not take any other action, including, but not limited to, the issuance of additional shares of Common Stock, which will cause the
total number of shares of Common Stock of the Company issued and outstanding on the date subsequent to the date hereof on which the Shares
are issued, after giving effect to the issuance of the Shares, to exceed the total number of shares of Common Stock that the Company is
authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and subject to the assumptions
and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by the Company, and when such Shares are
issued and delivered by the Company in exchange for payment of the consideration therefor in accordance with the terms and conditions
set forth in the Plan and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the
applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed
by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
Exhibit 5.2
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 1,053,318 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders")
of units representing non-managing membership interests (the "Units") in HCPI/Utah, LLC, a Delaware limited liability company
(the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"),
by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth
below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of January 20,
1999, as amended (the “LLC Agreement”); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
Exhibit 5.3
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 57,637 shares (the "Shares") of common stock of the Company, par
value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units
representing non-managing membership interests (the "Units") in HCPI/Utah, LLC, a Delaware limited liability company (the "LLC"),
in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), by the Company
under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or
about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of January 20,
1999, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
|
| |
/s/ Ballard Spahr LLP |
Exhibit 5.4
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 324,539 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders")
of non-managing member units (the "Units") in HCPI/Utah II, LLC, a Delaware limited liability company (the "LLC"),
upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof
(the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17,
2001, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
|
| |
/s/ Ballard Spahr LLP |
Exhibit 5.5
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 1,046,765 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders")
of units representing non-managing membership interests (the "Units") in HCPI/Utah II, LLC, a Delaware limited liability company
(the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"),
by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth
below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of August 17, 2001,
as amended (the “LLC Agreement”); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
|
| |
/s/ Ballard Spahr LLP |
Exhibit 5.6
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 1,571,988 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders")
of units representing non-managing membership interests (the "Units") in HCPI/Utah II, LLC, a Delaware limited liability company
(the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"),
by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission")
on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth
below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of August 17, 2001,
as amended (the “LLC Agreement”); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
|
| |
/s/ Ballard Spahr LLP |
Exhibit 5.7
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 281,515 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock") to be issued to one or more holders (the "Unit Holders") of
non-managing member units (the "Units") in HCPI/Tennessee, LLC, a Delaware limited liability company (the "LLC"),
upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof
(the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (iv) | the Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2,
2003, as amended (the "LLC Agreement"); |
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange
for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'
Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
|
| |
Very truly yours, |
| |
|
|
| |
/s/ Ballard Spahr LLP |
Exhibit 5.8
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 1,824,603 shares (the "Shares") of common stock of the Company,
par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Selling Unit Holders")
of units representing non-managing membership interests (the "Units") in HCP DR MCD, LLC, a Delaware limited liability company
(the "LLC"), upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company
under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or
about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, dated as of February 9,
2007, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the “Prospectus
Supplement”), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed
the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the
part of the Company, and if, as and when such Shares are issued and delivered by the Company to the Selling Unit Holders in exchange for
Units of the LLC, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions, such Shares
will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
Exhibit 5.9
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 52,556 shares (the "Shares") of common stock of the Company, par
value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing
non-managing membership interests (the "Units") in HCP DR California II, LLC, a Delaware limited liability company (the "LLC"),
in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the
Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the
date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), represented by Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, dated as of
June 1, 2014, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect
to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under
the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly authorized for issuance by all necessary corporate action on the part of the
Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units
of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions,
such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
Exhibit 5.10
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 117,079 shares (the "Shares") of common stock of the Company,
par value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing
non-managing membership interests (the "Units") in HCP DR California III, LLC, a Delaware limited liability company (the "LLC"),
in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the
Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the
date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), represented by Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Limited Liability Company Agreement of HCP DR California III, LLC, dated as of
May 1, 2019, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect
to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under
the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly authorized for issuance by all necessary corporate action on the part of the
Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units
of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions,
such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
Exhibit 5.11
February 12, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate
counsel to the Company in connection with the registration of 887,746 shares (the "Shares") of common stock of the Company,
par value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing
non-managing membership interests (the "Units") in SH DR California IV, LLC, a Delaware limited liability company (the "LLC"),
in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the
Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the
date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland
corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), represented by Articles of Incorporation
filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles
of Amendment and Restatement filed with the Department on February 9, 2023, and Articles of Amendment filed with the Department on
February 9, 2023; |
| (ii) | the Amended and Restated Bylaws of the Company dated as of February 10, 2023 (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Second Amended and Restated Limited Liability Company Agreement of SH DR California IV, LLC, dated
as of July 18, 2019, as amended (the "LLC Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),
to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the LLC Agreement are true, correct and
complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus
Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly
incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary
to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set
forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company)
is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents
submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents
as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;
all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;
there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the
Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct
and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common
Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect
to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under
the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
February 12, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the
Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business
combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate
thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602
of the MGCL. |
Based on the foregoing, and
subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the State of Maryland. |
| 2. | The Shares have been duly authorized for issuance by all necessary corporate action on the part of the
Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units
of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions,
such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited
to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or
as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued
as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our
attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after
the date hereof.
We consent to your filing this
opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference
in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners
for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section
of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category
of persons whose consent is required by Section 7 of the Act.
| |
| |
Very truly yours, |
| |
| |
/s/ Ballard Spahr LLP |
v3.24.0.1
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Feb. 12, 2024 |
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Healthpeak
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| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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