XXXXXXX XXXXX XXXXXXX & XXXXXXXXX, LLP
LTC Properties, Inc.
February 19, 2004
Page 4
EXHIBIT 5.1
[LETTERHEAD OF XXXXXXX XXXXX XXXXXXX & XXXXXXXXX LLP]
February 19, 2004
LTC Properties, Inc.
Suite 350
00000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Re: LTC Properties, Inc., a Maryland corporation (the "Company") -
Issuance and Sale of up to Four Million (4,000,000) shares of the
8% Series F Cumulative Preferred Stock of the Company par value
one cent per share ($.01) (the "Shares"), pursuant to
Registration Statement on Form S-3, as amended (Registration No.
333-106555) (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special Maryland corporate counsel to the Company in
connection with the registration of the Shares under the Securities Act of 1933,
as amended (the "Act"), pursuant to the Registration Statement, which was filed
with the Securities and Exchange Commission (the "Commission") on June 27, 2003
and amended on July 10, 2003, August 29, 2003 and September 9, 2003. You have
requested our opinion with respect to the matters set forth below.
In our capacity as special 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 May
12, 1992, Articles of Amendment and Restatement filed with the
Department on August 3, 1992, Articles Supplementary filed with
the Department on March 7, 1997, Articles of Amendment filed with
the Department on June 26, 1997, Articles Supplementary filed
with the Department on December 17, 1997, Articles Supplementary
filed with the Department on September 2, 1998, Articles
Supplementary filed with the Department on May 11, 2000, Articles
Supplementary filed with the Department on June 24, 2003,
Articles Supplementary filed with the Department on September 16,
2003 and Articles Supplementary filed with the Department on
February 19, 2004 (the "Series F Articles Supplementary");
1
(ii) the Bylaws of the Company as adopted on May 15, 1992, ratified on
or as of May 19, 1992, and amended on or as of October 17, 1995,
September 1, 1998, May 2, 2000 and August 28, 2003, and in full
force and effect on the date hereof (the "Bylaws");
(iii) the minutes of the organizational action of the Board of
Directors of the Company, dated as of May 19, 1992 (the
"Organizational Minutes");
(iv) resolutions adopted by the Board of Directors of the Company, or
a committee thereof, on June 23, 2003, June 24, 2003, August 29,
2003, September 8, 2003, September 15, 2003 January 26, 2004
February 17, 2004 and February 18, 2004 (collectively, the
"Directors' Resolutions");
(v) the Registration Statement, including all amendments thereto,
filed by the Company with the Commission under the Act and the
final base prospectus, dated September 12, 2003, and the related
final prospectus supplement, dated February 19, 2004;
(vi) a status certificate of the Department, dated February 19, 2004,
to the effect that the Company is duly incorporated and existing
under the laws of the State of Maryland and is duly authorized to
transact business in the State of Maryland;
(vii) a certificate of Xxxxx X. Xxxxxxxxxxx, Chairman of the Board of
Directors, President and Xxxxx X. Xxxxxxx, Vice Chairman of the
Board of Directors and Chief Financial Officer of the Company,
dated as of the date hereof (the "Officers' Certificate"), to the
effect that, among other things, the Charter, the Bylaws, the
Organizational Minutes and the Directors' Resolutions are true,
correct and complete, have not been rescinded or modified and are
in full force and effect on the date of the Officers'
Certificate; and
(viii) such other documents and matters as we have deemed necessary
and appropriate to render the opinions set forth in this letter,
subject to the limitations, assumptions, and qualifications noted
below.
In reaching the opinions set forth below, we have assumed the following:
2
(a) each person executing any of the Documents on behalf of any party
(other than the Company) is duly authorized to do so;
(b) each natural person executing any of the Documents 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, facsimile or photostatic
copies conform to the original document; 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; all statements and
information contained in the Documents 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) none of the Shares will be issued or transferred in violation of the
provisions of Article Ninth of the Charter of the Company captioned
"Limitations on Ownership"; and
(e) the issuance and delivery of the Shares will not constitute a Business
Combination with an Interested Stockholder or an Affiliate thereof
(all as defined in Subtitle 6 of Title 3 of the Maryland General
Corporation Law (the "MGCL"));
Based on our review of 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 issuance of the Shares has been duly authorized by all necessary
corporate action on the part of the Company and when such Shares are
issued and delivered by the Company in exchange for the consideration
therefor as provided in the Directors' Resolutions, such Shares will
be 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 any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
3
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 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 as Maryland counsel to the Company in the section of the Registration
Statement 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,
