0001193125-04-112399 Sample Contracts

Nationwide Health Properties, Inc. 1,000,000 Shares 7.75% Series B Cumulative Convertible Preferred Stock (Liquidation Preference $100 per share) ($1.00 par value per share) UNDERWRITING AGREEMENT June 28, 2004
Underwriting Agreement • July 1st, 2004 • Nationwide Health Properties Inc • Real estate investment trusts • New York

We have further assumed for the purpose of this opinion that the number of Common Stock Shares issuable upon conversion of any of the Shares will not exceed the number of authorized and unissued Common Stock Shares of the Company at the time of conversion.

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