EXHIBIT 5.1
Published on May 25, 2004
EXHIBIT 5.1
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
May 25, 2004
LTC Properties, Inc.
Suite 350
22917 Pacific Coast Highway
Malibu, California 90265
Re: LTC Properties, Inc., a Maryland corporation (the "Company") --
Registration Statement on Form S-8 pertaining to One Hundred
Thousand (100,000) shares (the "Shares") of Common Stock of the
Company, par value one cent ($.01) per share ("Common Stock"), to
be issued pursuant to the Company's 2004 Restricted Stock 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"), pursuant to a registration statement on Form S-8 filed
or to be filed with the Securities and Exchange Commission (the "Commission") on
or about May 25, 2004, and any amendment thereto, if any are to be filed with
the Commission subsequent to 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 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, Articles Supplementary filed with the Department
on February 19, 2004 and two (2) Articles Supplementary
filed with the Department on April 1, 2004;
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 on March 26, 2004 (the "Directors'
Resolutions");
v. the Plan;
vi. the Registration Statement;
vii. a status certificate of the Department, dated May 24,
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;
viii. a certificate of Andre C. Dimitriadis, Chairman of the
Board of Directors, President and Wendy L. Simpson, Vice
Chairman of the Board of Directors and Chief Financial
Officer of the Company, dated as of a recent date (the
"Officers' Certificate"), to the effect that, among
other things, the Charter, the Bylaws, the
Organizational Minutes and 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 Officers' Certificate; and
ix. 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:
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. upon each issuance of any of the Shares, the total
number of shares of Common Stock of the Company issued
and outstanding, 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 its Charter;
e. 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
f. 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 Shares have been generally authorized and reserved
for issuance pursuant to the Plan and if, as and when
the Shares are issued upon the exercise of options duly
authorized by the Board of Directors, or a properly
appointed committee thereof to which the Board of
Directors has delegated the requisite power and
authority, all in accordance with, and subject to, the
terms and conditions of the Plan and the options
relating to such Shares, such Shares will be duly
authorized, validly issued and 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.
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. 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 ANDREWS & INGERSOLL, LLP