1
EXHIBIT 8.1
September 24, 1999
Health Care Property Investors
0000 XxxXxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: AGREEMENT AND PLAN OF MERGER BETWEEN HEALTH CARE PROPERTY
INVESTORS, INC. AND AMERICAN HEALTH PROPERTIES, INC. DATED
AUGUST 4, 1999
Ladies and Gentlemen:
We have acted as counsel to Health Care Property Investors, Inc., a
Maryland corporation (the "HCPI"), in connection with the merger (the "Merger")
of American Health Properties, Inc., a Delaware corporation ("AHP") with and
into HCPI, with HCPI as the surviving corporation, pursuant to that certain
Agreement and Plan of Merger between HCPI and AHP dated as of August 4, 1999
(together with all exhibits and amendments thereto, the "Merger Agreement").
This opinion is being rendered to you in connection with your filing of a
Registration Statement on Form S-4 with the Securities and Exchange Commission
on September 24, 1999 of which the Joint Proxy Statement (as hereinafter
defined) is a part. Capitalized terms not defined herein have the meanings
specified in the Merger Agreement.
In formulating our opinion, we examined, and with your consent relied
upon, such documents as we deemed appropriate, including (i) the Merger
Agreement (including any Exhibits, Annexes and Schedules thereto), (ii) the
Joint Proxy Statement/Prospectus filed by HCPI and AHP with the Securities and
Exchange Commission (the "Commission") on August 26, 1999 (with all
amendments and exhibits thereto, the "Joint Proxy Statement"), (iii) the
Registration Statement on Form S-4, as filed by HCPI with the Commission on
September 24, 1999, in which the Joint Proxy Statement is included as a
prospectus (with all amendments and exhibits thereto, the "Registration
Statement"), and (iv) the representations made to us by HCPI and AHP in their
respective letters provided to us and to Xxxxxxxx & Xxxxxxxx, counsel to AHP,
each dated the date hereof (the "Representation Letters"). In addition, we have
obtained such additional information as we deemed relevant and necessary through
consultation with various officers and representatives of HCPI and AHP.
In addition, we have assumed, with your consent, that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time of the Merger) due execution
and delivery of all documents where due execution and delivery are
prerequisites to effectiveness thereof;
2. The Merger will be consummated in the manner contemplated by, and in
accordance with the provisions of, the Merger Agreement, and will be
effective under applicable state law;
2
Health Care Property Investors, Inc.
September 24, 1999
Page 2
3. All statements, descriptions and representations contained in any of
the documents referred to herein or otherwise made to us are true,
complete and correct, and no actions have been taken or will be taken
which are inconsistent with such statements, descriptions or
representations or which make any such statements, descriptions or
representations untrue, incomplete or incorrect at the Effective Time;
4. Any statements made in any of the documents referred to herein "to
the knowledge of" or similarly qualified are true, complete and correct
and will continue to be true, complete and correct at all times up to
and including the Effective Time, in each case without such
qualification; and
5. The parties have complied with and, if applicable, will continue to
comply with, the covenants contained in the Merger Agreement and the
Representation Letters.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Merger will constitute a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code");
2. HCPI and AHP will each be a party to that reorganization within the
meaning of Section 368(b) of the Code; and
3. No gain or loss will be recognized by HCPI, AHP or the stockholders
of HCPI as a result of the Merger.
In addition to the matters set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below.
No opinion is expressed as to any matter not discussed herein. This
opinion is rendered to you as of the date of this letter, and we undertake no
obligation to update this opinion subsequent to the date hereof. This opinion is
based on various statutory provisions, regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. No opinion is expressed as to any transaction,
if all the transactions described in the Merger Agreement are not consummated in
accordance with the terms of the Merger Agreement and without waiver or breach
of any provisions thereof or if all of the representations, warranties,
statements and assumptions upon which we have relied are not true and accurate
at all relevant times. In the event that any one of the statements,
representations, warranties or assumptions upon which we have relied to issue
this opinion is incorrect, our opinion might be adversely affected and may not
be relied upon.
This opinion is rendered to you in connection with the filing of the
Registration Statement with the Commission and is not to be used, circulated,
quoted or otherwise referred to or relied upon for any other purpose without our
express written permission. In addition, this opinion letter may not be relied
upon by or furnished to any other person, firm, corporation or entity without
our prior written consent. We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm name
therein under the captions "Material United States Federal Income Tax
Consequences - Tax Consequences of the Merger," "Material United States Federal
Income Tax Consequences - HCPI's Qualification as a Real Estate Investment Trust
- General" and "Legal Matters." In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules or regulations of the
Commission promulgated thereunder.
Very truly yours,
XXXXXX & XXXXXXX
