8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 26, 2008

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-08895	33-0091377
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3760 Kilroy Airport Way, Suite 300 Long Beach, California	90806
(Address of Principal Executive Offices)	(Zip Code)

(562) 733-5100

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 26, 2008, HCP, Inc. (the “Company”) filed a prospectus supplement to the prospectus contained in its registration statement on Form S-3 (File No. 333-137225) with the Securities and Exchange Commission. The prospectus supplement was filed in connection with the Company’s Dividend Reinvestment and Stock Purchase Plan under which it is offering 6,356,480 shares of the Company’s common stock.

In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Ballard Spahr Andrews & Ingersoll, LLP, regarding the validity of the securities being registered. Additionally, in connection with the filing of the prospectus supplement, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLP, with respect to tax matters.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.  The following exhibits are being incorporated by reference herein or filed herewith:

5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

8.1Opinion of Latham & Watkins LLP.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			HCP, INC.
			(Registrant)
		By:	/s/ Edward J. Henning
Date:	November 26, 2008		Edward J. Henning
			Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

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EXHIBIT INDEX

Attached as exhibits to this form are the documents listed below:

5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

8.1           Opinion of Latham & Watkins LLP.

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]

November 26, 2008

HCP, Inc.

3760 Kilroy Airport Way

Suite 300

Long Beach, California  90806

Re:HCP, Inc., a Maryland corporation (the “Company”) - Issuance of up to Six Million Three Hundred Fifty-Six Thousand Four Hundred Eighty (6,356,480) shares (the “Shares”) of common stock of the Company, par value one dollar ($1.00) per share (“Common Stock”), pursuant to the Company’s Dividend Reinvestment and Stock Purchase 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”), by the Company on Form S-3 (File No. 333-137225) filed with the Securities and Exchange Commission (the “Commission”) on or about September 8, 2006.  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”), consisting of Articles of Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on September 10, 2007;

(ii)the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment No. 1 to the Fourth Amended and Restated Bylaws of the Company, dated as of October 25, 2007 (collectively, the “Bylaws”);

(iii)the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985 (the “Organizational Minutes”);

(iv)resolutions adopted by the Board of Directors of the Company on April 28, 1999, October 26, 2000, April 1, 2002, October 23, 2003, January 21, 2004 and October 30, 2008 (collectively, the “Directors’ Resolutions”);

(v)the Registration Statement on Form S-3 (File No. 333-137225) filed with the Commission on or about September 8, 2006 and the related prospectus and form of prospectus supplement, including the Plan set forth therein, in substantially the form filed or to be filed with the Commission pursuant to the Act (the “Registration Statement”);

(vi)a certificate of Edward J. Henning, the Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary of the Company, dated as of a recent date (the “Officer’s Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, 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 Officer’s Certificate;

(vii)a status certificate of the Department, dated November 18, 2008, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; and

(viii)such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, 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 instrument, document or agreement on behalf of any party (other than the Company) is duly authorized to do so;

(b)each natural person executing any instrument, document or agreement 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 or photostatic copies conform to the original documents; 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;

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(d)all certificates submitted to us, including but not limited to the Officer’s Certificate, are true, correct and complete both when made and as of the date hereof;

(e)between the date hereof and the date of issuance of the Shares subsequent to the date hereof, the Company will not take any other action, including, but not limited to, the issuance of additional shares of Common Stock, which will cause the total number of shares of Common Stock of the Company issued and outstanding on the date subsequent to the date hereof on which the Shares are issued, after giving effect to the issuance of the Shares, to exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter;

(f)none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations; and

(g)none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL.

Based on 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 duly reserved and authorized for issuance by the Company, and when such Shares are issued and delivered by the Company in exchange for payment of the consideration therefor in accordance with the terms and conditions set forth in the Plan and the Directors’ Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.

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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.  We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Registration Statement entitled “Validity of Common Stock”.  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

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EX-8.1

Exhibit 8.1

[Letterhead of Latham & Watkins LLP]

November 26, 2008

HCP, Inc.
3760 Kilroy Airport Way, Suite 300
Long Beach, California 90806

Re:          HCP, Inc.

Ladies and Gentlemen:

We have acted as tax counsel to HCP, Inc. (formerly known as Health Care Property Investors, Inc.), a Maryland corporation (the “Company”), in connection with the inclusion by the Company of 6,356,480 shares of common stock of the Company, par value $1.00 per share, in the Company’s dividend reinvestment and stock purchase plan, pursuant to (i) a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 8, 2006 (File No. 333-137225) (as so filed and amended, the “Registration Statement”); and (ii) a prospectus dated September 8, 2006 (the “Base Prospectus”) and a prospectus supplement dated November 26, 2008 (the “Prospectus Supplement”) (together with the Base Prospectus, the “Prospectus”), filed with the Commission pursuant to Rule 424(b) under the Securities Act.

You have requested our opinion concerning certain of the federal income tax considerations relating to the Company, including with respect to its election to be taxed as a real estate investment trust (a “REIT”).  This opinion is based on various facts and assumptions, including the facts set forth in the Registration Statement and the Prospectus concerning the business, assets and governing documents of the Company and its subsidiaries.  We have also been furnished with, and with your consent have relied upon, certain representations made by the Company and its subsidiaries with respect to certain factual matters through certificates of an officer of the Company (the “Officer’s Certificates”).  With your permission, we have assumed that the conclusion reached in the opinion of Ballard Spahr Andrews & Ingersoll, LLP, counsel for the Company, dated as of the date hereof, with respect to certain matters of Maryland law is correct and accurate.

In our capacity as tax counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion.  For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Officer’s Certificates.  In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.  In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein only as to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on such facts, assumptions and representations, it is our opinion that:

1.             The Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Internal Revenue Code of 1954 for its taxable years ending December 31, 1985 and 1986 and in conformity with the requirements for qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 1987, and its proposed method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code; and

2.             The statements in the Prospectus Supplement set forth under the caption “Supplemental United States Federal Income Tax Considerations,” insofar as they purport to summarize certain provisions of the statutes or regulations referred to therein, are accurate summaries in all material respects.

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.  Any such change may affect the conclusions stated herein.  Also, any variation or difference in the facts from those set forth in the Registration Statement, the Prospectus or the Officer’s Certificates may affect the conclusions stated herein.  As described in the Prospectus Supplement, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet the various qualification tests imposed under the Code, including through actual annual operating results, asset composition, distribution levels and diversity of stock ownership, the results of which have not been and will not be reviewed by Latham & Watkins LLP.  Accordingly, no assurance can be given that the actual results of the Company’s operation for any particular taxable year will satisfy such requirements.

This opinion is rendered only to you and is solely for your benefit in connection with the Prospectus Supplement. This opinion may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity for any purpose without our prior written consent, which may be granted or withheld in our discretion, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.

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We hereby consent to the filing of this opinion as an exhibit to the Company’s report on Form 8-K filed with the Commission on November 26, 2008 and to the reference to our firm name in the Prospectus under the captions “Supplemental United States Federal Income Tax Considerations” and “Validity of Common Stock.”  In giving this consent, we do not hereby 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,

/s/ Latham & Watkins LLP

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