Exhibit 5.2

 

February 3, 2021

Diversified Healthcare Trust
Two Newton Place

255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634

Re: Registration Statement on Form S-3 (File No. 333-225831)

Ladies and Gentlemen:

We have served as Maryland counsel to Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and the Company’s subsidiaries identified on Schedule I hereto (the “Subsidiaries”), in connection with certain matters of Maryland law arising out of the sale and issuance of $500,000,000 aggregate principal amount of the Company’s 4.375% Senior Notes due 2031 (the “Notes”), and the guarantees by the Subsidiaries (the “Guarantees”) of the obligations of the Company under the Notes, in an underwritten public offering, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.The Registration Statement and the Prospectus included therein;

2.The Prospectus Supplement, dated February 3, 2021, in the form to be filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act;

3.The Amended and Restated Declaration of Trust of the Company, as amended and supplemented, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.The Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;

5.The Declarations of Trust of each of the Trust Subsidiaries (as defined on Schedule I), certified by the SDAT;

6.The Bylaws of each of the Trust Subsidiaries, certified as of the date hereof by an officer of each of the Trust Subsidiaries;

 

Diversified Healthcare Trust
February 3, 2021
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7. The Articles of Organization of each of the LLC Subsidiaries (as defined on Schedule I), certified by the SDAT;

8.The Operating Agreements of each of the LLC Subsidiaries, certified as of the date hereof by an officer of each of the LLC Subsidiaries;

9.The Charters of each of the Corporate Subsidiaries (as defined on Schedule I), certified by the SDAT;

10.The Bylaws of each of the Corporate Subsidiaries, certified as of the date hereof by an officer of each of the Corporate Subsidiaries;

11.Certificates of the SDAT as to the good standing of the Company and the Subsidiaries, dated as of a recent date;

12.Resolutions adopted by the Board of Trustees of the Company, and a duly authorized committee thereof, relating to the authorization of the issuance of the Notes (the “Company Resolutions”), certified as of the date hereof by an officer of the Company;

13.Resolutions adopted by the Board of Trustees, Managing Members or the Board of Directors, as the case may be, of the Subsidiaries, relating to the Guarantees, certified as of the date hereof by an officer of each of the Subsidiaries;

14.A certificate executed by an officer of the Company and each of the Subsidiaries, dated as of the date hereof; and

15.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company and the Subsidiaries) is duly authorized to do so.

3.Each of the parties (other than the Company and the Subsidiaries) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

Diversified Healthcare Trust
February 3, 2021
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4.All Documents submitted to us as originals are authentic. The form and content of all 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. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written 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.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.Each of the Trust Subsidiaries is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. Each of the LLC Subsidiaries is a limited liability company duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. Each of the Corporate Subsidiaries is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

3.The issuance of the Notes has been duly authorized and, when issued and delivered by the Company against payment therefor pursuant to the Company Resolutions and otherwise in accordance with the Registration Statement, the Notes will be validly issued.

4.The execution, delivery and performance of the Guarantees by the Subsidiaries have been duly authorized by the Subsidiaries.

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 compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

Diversified Healthcare Trust
February 3, 2021
Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Notes (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. 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 1933 Act.

Very truly yours,

/s/ Venable LLP

SCHEDULE I

Trust Subsidiaries

Subsidiaries that are Maryland real estate investment trusts (the “Trust Subsidiaries”)

1. CCC Alpha Investments Trust

2. CCC Delaware Trust

3. CCC Financing I Trust

4. CCC Pueblo Norte Trust

5. CCC Retirement Partners Trust

6. CCC Retirement Trust

7. SNH/CSL Properties Trust

8. SNH/LTA Properties Trust

9. SNH AL Properties Trust

10. SNH ALT Leased Properties Trust

11. SNH CHS Properties Trust

12. SNH FM Financing Trust

13. SNH Granite Gate Lands Trust

14. SNH Grove Park Trust

15. SNH IL Properties Trust

16. SNH NS Properties Trust

17. SNH Parkview Properties Trust

18. SNH SE Properties Trust

19. SNH Somerford Properties Trust

20. SNH Tellico Trust

21. SNH Well Properties Trust

22. SNH Yonkers Properties Trust

23. SPTGEN Properties Trust

24. SPTIHS Properties Trust

25. SPTMISC Properties Trust

26. SPTMNR Properties Trust

27. SPTMRT Properties Trust

28. SPTSUN II Properties Trust

29. HRES1 Properties Trust

30. HRES2 Properties Trust

LLC Subsidiaries

Subsidiaries that are Maryland limited liability companies (the “LLC Subsidiaries”)

31. DHC Holdings LLC

32. MSD Pool 1 LLC

33. MSD Pool 2 LLC

34. SNH/LTA Properties GA LLC

35. SNH AL Cumming LLC

36. SNH AL Cumming Tenant LLC

37. SNH AL Georgia LLC

38. SNH AL Georgia Tenant LLC

39. SNH AL Georgia Holdings LLC

40. SNH AL Properties LLC

41. SNH AZ Tenant LLC

42. SNH Bakersfield LLC

43. SNH BAMA Tenant LLC

44. SNH CAL Tenant LLC

45. SNH CO Tenant LLC

46. SNH DEL Tenant LLC

47. SNH Derby Tenant LLC

48. SNH FLA Tenant LLC

49. SNH Georgia Tenant LLC

50. SNH Granite Gate Lands Tenant LLC

51. SNH Grove Park Tenant LLC

52. SNH INDY Tenant LLC

53. SNH Kent Properties LLC

54. SNH Lincoln Tenant LLC

55. SNH Longhorn Tenant LLC

56. SNH LTF Properties LLC

57. SNH MASS Tenant LLC

58. SNH MD Tenant LLC

59. SNH MO Tenant LLC

60. SNH Modesto LLC

61. SNH NC Tenant LLC

62. SNH Neb Tenant LLC

63. SNH NJ Tenant GP LLC

64. SNH NJ Tenant LLC

65. SNH NM Tenant LLC

66. SNH Northwoods LLC

67. SNH Northwoods Tenant LLC

68. SNH Ohio Tenant LLC

69. SNH OMISS Tenant LLC

70. SNH PENN Tenant LLC

71. SNH Proj Lincoln TRS LLC

72. SNH Redmond Properties LLC

73. SNH RMI Fox Ridge Manor Properties LLC

74. SNH RMI Jefferson Manor Properties LLC

75. SNH RMI McKay Manor Properties LLC

76. SNH RMI Northwood Manor Properties LLC

77. SNH RMI Oak Woods Manor Properties LLC

78. SNH RMI Park Square Manor Properties LLC

79. SNH RMI Properties Holding Company LLC

80. SNH RMI Smith Farms Manor Properties LLC

81. SNH RMI Sycamore Manor Properties LLC

82. SNH SC Tenant LLC

83. SNH Tellico Tenant LLC

84. SNH TENN Tenant LLC

85. SNH Toto Tenant LLC

86. SNH TRS Licensee Holdco LLC

87. SNH VA Tenant LLC

88. SNH Viking Tenant LLC

89. SNH Wilmington LLC

90. SNH WIS Tenant LLC 

91. SNH WY Tenant LLC

Corporate Subsidiaries

Subsidiaries that are Maryland corporations (the “Corporate Subsidiaries”)

92. SNH 30 Newcrossing Inc.

93. SNH AL AIMO, Inc.

94. SNH AL AIMO II, Inc.

95. SNH AL AIMO Tenant, Inc.

96. SNH AL AIMO Tenant II, Inc.

97. SNH AL Crimson Tenant Inc.

98. SNH AL TRS, Inc.

99. SNH AL Wilmington Tenant Inc.

100. SNH IL Joplin Inc.

101. SNH SE Tenant TRS, Inc.

102. SNH SE Tenant 2 TRS, Inc.

103. SNH TRS Inc.

104. SNH Yonkers Tenant Inc.

105. SNH Ward Ave. Properties I Inc.