EXHIBIT 5.1
[Xxxxxxxx & Worcester LLP Letterhead]
March 11, 1998
Health and Retirement Properties Trust
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
In connection with the registration by Health and Retirement Properties
Trust, a Maryland real estate investment trust (the "Company"), of $150,000,000
of Senior Notes due 2002 (the "Notes"), which Notes will be issued under an
indenture and a supplement thereto (collectively, the "Indenture") relating to
the Notes by and between the Company and State Street Bank and Trust Company, as
Trustee (the "Trustee"), the following opinion is furnished to the Company to be
filed with the Securities and Exchange Commission (the "Commission") as Exhibit
5.1 to the Company's Registration Statement on Form S-4, under the Securities
Act of 1933, as amended (the "Securities Act"), to be filed on or about the date
hereof. As used in this opinion, the term "Registration Statement" means, unless
otherwise stated, such Registration Statement, as amended when declared
effective by the Commission (including any post-effective amendments thereto).
In connection with this opinion, we have examined and relied upon a
copy of the Registration Statement to be filed with the Commission on or about
the date hereof. We have also examined and relied upon originals or copies of
such records, agreements and instruments of the Company, certificates of public
officials and of officers of the Company and such other documents and records,
and such matters of law, as we have deemed necessary as a basis for the opinions
hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies, which facts we have
not independently verified.
To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we have assumed for purposes of this opinion
that the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified to engage in
the activities contemplated by, and has the requisite organizational and legal
authority to perform its obligations under, the Indenture, that the Trustee will
be in compliance, generally with respect to acting as trustee or agent under the
Indenture, with all applicable laws and regulations, and that the Indenture will
be the valid and binding agreement of the Trustee, enforceable against the
Trustee in accordance with its terms.
We express no opinion herein as to the laws of any jurisdiction other
than the Commonwealth of Massachusetts and the federal law of the United States,
and we express no opinion as to state securities or blue sky laws. Insofar as
this opinion involves matters of Maryland law we have, with your permission,
relied solely on the opinion of Xxxxx & Xxxxxxx L.L.P., a copy of which is being
filed herewith as Exhibit 5.2 to the Registration Statement, and our opinion is
subject to the exceptions, qualifications and limitations therein expressed.
Health and Retirement Properties Trust
March 11, 1998
Page 2
Our opinions set forth below with respect to the validity or binding
effect of any security or obligation are subject to (i) limitations arising
under applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforcement generally of the
rights and remedies of creditors and secured parties or the obligations of
debtors, (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of competent jurisdiction in granting specific performance or
injunctive or other equitable relief, and (iii) an implied duty on the part of
the party seeking to enforce rights or remedies to take action and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.
Based on and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Notes will be validly issued and binding obligations of
the Company when (i) the Registration Statement shall have become effective
under the Securities Act and the Indenture shall have been qualified under the
Trust Indenture Act of 1939, as amended, and (ii) the Notes shall have been (A)
duly executed by the Company and authenticated by the Trustee as provided in the
Indenture and (B) shall have been duly delivered to the purchasers thereof, as
described in the Registration Statement and the prospectus included therein and
as provided in the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Xxxxxxxx & Worcester LLP
XXXXXXXX & WORCESTER LLP
