POSASR

As filed with the Securities and Exchange Commission on May 3, 2023

Registration Nos. 333-264093 and 333-264093-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WELLTOWER INC.

WELLTOWER OP LLC

(Exact name of registrant as specified in its charter)

Delaware Delaware	34-1096634 88-1538732
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4500 Dorr Street

Toledo, Ohio 43615

(419) 247-2800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shankh Mitra

Chief Executive Officer

Welltower Inc.

4500 Dorr Street

Toledo, Ohio 43615

(419) 247-2800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Andrew L. Fabens, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000 Edward F. Petrosky, Esq.
Bartholomew A. Sheehan, III Esq. Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Welltower Inc.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Welltower OP LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

Welltower Inc.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Welltower OP LLC

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-3 (File Nos. 333-264093 and 333-264093-01) (the “Registration Statement”) filed with the Securities and Exchange Commission on April 1, 2022 is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), by Welltower Inc., a Delaware corporation (“Welltower”), and Welltower OP LLC, a Delaware limited liability company (“Welltower OP” and, together with Welltower, “we,” “us,” “our” or the “Registrants”). Welltower OP LLC is filing this Post-Effective Amendment as the successor issuer to Welltower OP Inc., a Delaware corporation, following the statutory conversion of Welltower OP Inc. from a corporation to a limited liability company on May 24, 2022. In accordance with paragraph (d) of Rule 414, Welltower OP LLC expressly adopts the Registration Statement as its own registration statement for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below is a statement of the estimated fees and expenses, other than underwriting discounts and commissions, to be incurred by the Registrants in connection with the offerings described in this registration statement.

SEC registration fee	$	*
Legal fees and expenses		**
Accounting fees and expenses		**
Trustee’s fees and expenses		**
Transfer agent’s fees and expenses		**
Printing expenses and postage		**
Rating agency fees		**
Listing fees		**
Miscellaneous		**
Total	$	**

* The Registrants are registering an indeterminate amount of securities under this registration statement and in accordance with Rules 456(b) and 457(r), the Registrants are deferring payment of all of the registration fee.

** Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable. The foregoing sets forth the general categories of fees and expenses that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the distribution of the securities being offered will be included in any applicable prospectus supplement.

Item 15. Indemnification of Officers and Directors.

Section 7 of Welltower’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides that its directors will not be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to it or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived any improper personal benefit. Section 7 also provides that if the DGCL is amended to further eliminate or limit the personal liability of directors, then the liability of Welltower’s directors will be eliminated or limited to the extent permitted by the DGCL, as so amended. The Certificate of Incorporation also states that any repeal or modification of the foregoing paragraph by Welltower’s stockholders will not adversely affect any right or protection of its directors existing at the time of such repeal or modification.

Welltower’s Amended and Restated By-Laws (the “By-Laws”) provide that it will indemnify, to the extent permitted by the DGCL, any current or past director or officer of Welltower who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of Welltower, or is or was serving at its request as a director, officer, employee, trustee, partner, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such threatened, pending or completed action, suit or proceeding. The By-Laws further obligate Welltower to pay all expenses incurred by a current or past director or officer in defending or investigating a threatened or pending action, suit or proceeding of the nature referenced above in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by Welltower as provided above. Under these provisions, however, Welltower is not obligated to indemnify any person in connection with a proceeding initiated by such person unless such proceeding is in connection with a claim by such person to enforce rights as stated above or was authorized or consented to by Welltower’s board of directors.

Welltower OP’s Limited Liability Agreement (the “LLC Agreement”) provides that it will indemnify, to the fullest extent permitted by law, Welltower or any of Welltower OP’s directors or officers, among others (each, an “Indemnitee”), from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts, arising from or in connection with any and all claims, demands, subpoenas, requests for information, formal or informal investigations, actions, suits or proceedings, whether civil, criminal, administrative or investigative, incurred by the Indemnitee and relating to Welltower OP, Welltower or the direct or indirect operation of, or the direct or indirect ownership of property by, the Indemnitee, Welltower OP or Welltower as set forth in the LLC Agreement in which he or she may be involved, or is threatened to be involved, so long as he or she acted in good faith and in a manner that such Indemnitee reasonably believed to be within the scope of such Indemnitee’s authority pursuant to the LLC Agreement, and such Indemnitee’s act or omission from which such loss claim, damage, judgment, fine or liability arises does not constitute willful misconduct, gross negligence, bad faith or fraud by such Indemnitee. The LLC Agreement further obligates Welltower OP to pay all reasonable expenses to be incurred by an Indemnitee in advance of the final disposition of any and all such claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened against such Indemnitee under certain circumstances.

We have entered into indemnification agreements with our directors, executive officers and officers to assure them that they will be indemnified to the extent permitted by the Certificate of Incorporation, the By-Laws, the LLC Agreement and Delaware law, as applicable. The indemnification agreements cover, subject to certain exceptions and limitations, any and all expenses, judgments, fines, penalties, and amounts paid in settlement, provide for the prompt advancement of all expenses incurred in connection with any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, and obligate the director, executive officer or officer to reimburse us for all amounts so advanced if it is subsequently determined, as provided in the indemnification agreements, that the director, executive officer or officer is not entitled to indemnification.

Delaware law requires indemnification in cases where a director or officer has been successful in defending any claim or proceeding and permits indemnification, even if a director or officer has not been successful, in cases where the director or officer acted in good faith and in a manner that he or she reasonably believed was in, or not opposed to, the best interests of the corporation. To be indemnified with respect to criminal proceedings, the director or officer must also have had no reasonable cause to believe that his or her conduct was unlawful. In the case of a claim by a third party (i.e., a party other than the corporation), Delaware law permits indemnification for expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement. In the case of a claim by, or in the right of, the corporation (including stockholder derivative suits), indemnification under the DGCL is limited to expenses (including attorneys’ fees) and no indemnification of expenses is permitted if the director or officer is adjudged liable to the corporation unless a court determines that, despite such adjudication but in view of all of the circumstances, such indemnification is nonetheless proper. Delaware law also permits the advancement of expenses to directors and officers of the corporation upon receipt of an undertaking to repay all amounts so advanced if it is ultimately determined that the director or officer has not met the applicable standard of conduct and is, therefore, not entitled to be indemnified by the corporation.

We maintain indemnification insurance that provides for reimbursement of indemnification payments properly and lawfully made to our directors and officers and coverage, subject to certain exceptions and limitations, for directors and officers in situations where we cannot or do not indemnify them.

Item 16. Exhibits.

Set forth below are the exhibits included as part of this Registration Statement.

Exhibit No.	Description
1	Underwriting Agreement.**
3.1	Amended and Restated Certificate of Incorporation of Welltower Inc. (filed with the SEC as Exhibit 3.1 to Welltower Inc.’s Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.2	Amended and Restated By-Laws of Welltower Inc. (filed with the SEC as Exhibit 3.2 to Welltower  Inc.’s Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1*	Form of Indenture for Senior Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2*	Form of Indenture for Senior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3*	Form of Indenture for Junior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.4	Indenture, dated as of March  15, 2010, between Welltower OP LLC, as successor issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed with the SEC as Exhibit 4.1 to Welltower Inc.’s Form 8-K filed March  15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.4(a)	Supplemental Indenture No. 23, dated as of April  1, 2022, between Welltower OP LLC, as issuer, Welltower Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed with the SEC as Exhibit 4.1 to Welltower  Inc.’s Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.5*	Form of Indenture for Senior Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.6*	Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.7*	Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.8	Form of Warrant Agreement.**
4.9	Form of Deposit Agreement, including form of Welltower Inc. Depositary Receipt for Welltower Inc. Depositary Shares.**
5.1	Opinion of Gibson, Dunn & Crutcher LLP.
8.1*	Tax Opinion of Gibson, Dunn & Crutcher LLP.
23.1	Consent of Independent Registered Public Accounting Firm.

23.2	Consent of Gibson, Dunn  & Crutcher LLP to the use of their opinions as exhibits to this registration statement is included in their opinions filed herewith as Exhibits 5.1 and 8.1 .
24.1*	Powers of Attorney of certain directors and officers of Welltower Inc.
24.2	Powers of Attorney of certain directors and officers of Welltower OP LLC.
25.1*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for Senior Debt Securities of Welltower Inc. referenced in Exhibit 4.1.
25.2*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for Senior Subordinated Debt Securities of Welltower Inc. referenced in Exhibit 4.2.
25.3*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for junior Subordinated Debt Securities of Welltower Inc. referenced in Exhibit 4.3.
25.4*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Indenture for Senior Debt Securities of Welltower OP LLC referenced in Exhibit 4.4.
25.5*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for Senior Debt Securities of Welltower OP LLC referenced in Exhibit 4.5.
25.6*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for Senior Subordinated Debt Securities of Welltower OP LLC referenced in Exhibit 4.6.
25.7*	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture Act of 1939, as amended, in respect of the Form of Indenture for Junior Subordinated Debt Securities of Welltower OP LLC referenced in Exhibit 4.7.
107*	Filing Fee Tables.

* Previously filed

** To be filed as an exhibit to a Form 8-K and incorporated herein by reference or by post-effective amendment.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by either registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

That, for the purpose of determining liability of each registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to a Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on this 3rd day of May, 2023.

WELLTOWER INC.
By:	/s/ SHANKH MITRA
	Shankh Mitra
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below on this 3rd day of May, 2023 by the following persons in the capacities indicated.

/s/ KENNETH J. BACON* Kenneth J. Bacon, Chairman of the Board	/s/ JOHNESE M. SPISSO* Johnese M. Spisso, Director
/s/ KAREN B. DESALVO* Karen B. DeSalvo, Director	/s/ KATHRYN M. SULLIVAN* Kathryn M. Sullivan, Director
/s/ PHILIP L. HAWKINS* Philip L. Hawkins, Director	/s/ SHANKH MITRA Shankh Mitra, Chief Executive Officer and Director (Principal Executive Officer)
/s/ DENNIS G. LOPEZ* Dennis G. Lopez, Director	/s/ TIMOTHY G. MCHUGH* Timothy G. McHugh, Executive Vice President - Chief Financial Officer (Principal Financial Officer)
/s/ ADE J. PATTON* Ade J. Patton, Director	/s/ JOSHUA T. FIEWEGER* Joshua T. Fieweger, Chief Accounting Officer (Principal Accounting Officer)
/s/ DIANA W. REID* Diana W. Reid, Director	*By: /s/ SHANKH MITRA Shankh Mitra, Attorney-in-Fact
/s/ SERGIO D. RIVERA* Sergio D. Rivera, Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to a Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on this 3rd day of May, 2023.

WELLTOWER OP LLP
By:	/s/ SHANKH MITRA
	Shankh Mitra
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below on this 3rd day of May, 2023 by the following persons in the capacities indicated.

/s/ MATTHEW MCQUEEN* Matthew McQueen, President and Director (Principal Executive Officer)	/s/ TIMOTHY G. MCHUGH* Timothy G. McHugh, Executive Vice President – Chief Financial Officer (Principal Financial Officer)
/s/ MARY ELLEN PISANELLI* Mary Ellen Pisanelli, Director	/s/ JOSHUA T. FIEWEGER* Joshua T. Fieweger, Chief Accounting Officer (Principal Accounting Officer)
/s/ SHANKH MITRA Shankh Mitra, Chief Executive Officer (Principal Executive Officer)	*By: /s/ SHANKH MITRA Shankh Mitra, Attorney-in-Fact

EX-5.1

EXHIBIT 5.1

May 3, 2023

Welltower Inc.

Welltower OP LLC

4500 Dorr Street

Toledo, Ohio 43615

Re: Welltower Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Welltower Inc., a Delaware corporation (the “Company”), and Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

(i) the Company’s unsecured debt securities, which may either be senior debt securities (the “Company Senior Debt Securities”), senior subordinated debt securities (the “Company Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “Company Junior Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Company Debt Securities”);

(ii) guarantees of the OP Debt Securities by the Company (the “Company Guarantees”);

(iii) shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”);

(iv) shares of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”);

(v) depositary shares each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”);

(vi) warrants for the purchase of Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the “Warrants”);

(vii) units of the Company comprised of any combination of Common Stock, Preferred Stock, Depositary Shares or Debt Securities (the “Units”);

Welltower Inc.

Welltower OP LLC

May 3, 2023

Page 2

(viii) Welltower OP’s unsecured debt securities, which may either be senior debt securities (the “OP Senior Debt Securities”), senior subordinated debt securities (the “OP Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “OP Junior Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “OP Debt Securities”; the OP Debt Securities, together with the Company Debt Securities, the “Debt Securities”);

(ix) guarantees of the Company Debt Securities by Welltower OP (the “OP Guarantees” and, together with the Company Guarantees, the “Guarantees”);

The Company Debt Securities, Company Guarantees, Common Stock, Preferred Stock, Depositary Shares, Warrants, Units, OP Debt Securities and OP Guarantees are collectively referred to herein as the “Securities.” The Company Senior Debt Securities are to be issued under an indenture to be entered into among the Company, Welltower OP and a financial institution to be named at the time such indenture is executed (the “Trust Company”), as indenture trustee (the “Company Senior Base Indenture”). The Company Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, Welltower OP and the Trust Company, as indenture trustee (the “Company Senior Subordinated Base Indenture”). The Company Junior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, Welltower OP and the Trust Company, as indenture trustee (the “Company Junior Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Company Base Indentures”). The OP Senior Debt Securities are to be issued under the indenture, dated as of March 15, 2010, between Welltower OP (formerly known as Welltower, Inc.), as issuer, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee, as amended by supplemental indenture no. 23, dated April 1, 2022, among Welltower OP, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (the “OP Senior Base Indenture”). The OP Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among Welltower OP, the Company and the Trust Company, as indenture trustee (the “OP Senior Subordinated Base Indenture”). The OP Junior Subordinated Debt Securities are to be issued under an indenture to be entered into among Welltower OP, the Company and Trust Company, as indenture trustee (the “OP Junior Subordinated Base Indenture,” and together with the OP Senior Base Indenture and the Senior Subordinated Base Indenture, the “OP Base Indentures”). The Company Base Indentures and the OP Base Indentures are collectively referred to as the Base Indentures.

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the OP Senior Base Indenture, forms of the Base Indentures, forms of the Debt Securities and Guarantees, specimen Common Stock certificates, and such other documents, corporate records,

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certificates of officers of the Company and Welltower OP and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, Welltower OP and others.

We have assumed without independent investigation that:

(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

(iv) at the Relevant Time, all corporate or other action required to be taken by the Company or any Trust to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 6 below) shall have been duly completed and shall remain in full force and effect;

(v) upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;

(vi) in the case of the Debt Securities (other than the OP Senior Debt Securities) and Guarantees, at the Relevant Time, the relevant Base Indenture shall have been duly executed and delivered by the Company, Welltower OP and all other parties thereto and duly qualified under the TIA;

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(vii) each of the Trusts has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act; and (viii) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company or any Trust and duly executed and delivered by the Company or any Trust and the other parties thereto.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Securities and Guarantees, when:

a. the terms and conditions of such Debt Securities and Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,

b. any such supplemental indenture has been duly executed and delivered by the Company, Welltower OP and the relevant trustee (together with the relevant Base Indenture, the “Indenture”), and

c. such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

such Debt Securities will be legal, valid and binding obligations of the Company or Welltower OP, enforceable against the Company or Welltower in accordance with their respective terms, and the Guarantees of such Debt Securities will be legal, valid and binding obligations of the Company or Welltower OP obligated thereon, enforceable against the Company or Welltower OP in accordance with their respective terms.

2. With respect to any shares of Preferred Stock, when:

a. the certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly executed and filed with the Office of the Secretary of State of the State of Delaware,

b. such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and

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c. any such Convertible Security was previously validly issued and is fully paid an non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

3. With respect to Depositary Shares, when:

a. a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company,

b. the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and

c. the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement for the consideration provided therein,

the depositary receipts evidencing the Depositary Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. With respect to shares of Common Stock, when:

a. such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and

b. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

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such shares of Common Stock will be validly issued, fully paid and non-assessable.

5. With respect to any Warrants, when:

a. the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6. With respect to any Units, when:

a. the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and, for purposes of paragraphs 2 and 4 above, the Delaware General Corporation Law. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinions contained in paragraphs 2 and 4 above. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York and, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

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B. The opinions above with respect to the Indenture, the Debt Securities and the related Guarantees, the depositary receipts representing the Depositary Shares, the Deposit Agreement, the Warrants, the Warrant Agreement, the Units and the Unit Agreement (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws; (iii) any agreement to submit to the jurisdiction of any Federal court; (iv) any waiver of the right to jury trial or (v) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

D. To the extent relevant to our opinions in paragraphs 3, 5 and 6 and not covered by our opinions in paragraphs 1, 2 or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares, Warrants, or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

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We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of Securities” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Welltower Inc. for the registration of debt securities, common stock, preferred stock, depositary shares, guarantees, warrants and units; and for Welltower OP LLC for the registration of debt securities and guarantees and to the incorporation by reference therein of our reports dated February 21, 2023, with respect to the consolidated financial statements and schedules of Welltower Inc., and the effectiveness of internal control over financial reporting of Welltower Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Toledo, Ohio

May 3, 2023

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director or officer of Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), that contemplates filing a Registration Statement on Form S-3 (“Form S-3”) with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the purpose of registering under such Act (i) debt securities of Welltower Inc. (the “Company”), (ii) shares of preferred stock, $1.00 par value per share, of the Company, (iii) shares of common stock, $1.00 par value per share, of the Company, (iv) shares of preferred stock represented by depositary shares of the Company, (v) guarantees of debt securities issued by Welltower OP, (vi) warrants to purchase debt securities, preferred stock, depositary shares, or common stock of the Company, (vii) units comprised of one or more debt securities, preferred stock, depositary shares, common stock, or warrants of the Company, in any combination, (viii) debt securities of Welltower OP, and (ix) guarantees of debt securities issued by the Company, hereby constitutes and appoints Shankh Mitra and Timothy G. McHugh, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign such Form S-3 and any and all amendments and supplements, including post-effective amendments, to such Form S-3, and to file such Form S-3 and each such amendment and supplement, including post-effective amendments, so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, any and all applications or other documents in connection with the listing of the securities on the New York Stock Exchange and any and all documents required to be filed with any state securities regulatory board or commission pertaining to the Form S-3, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 3rd day of May, 2023.

/s/ Matthew McQueen	/s/ Shankh Mitra
Matthew McQueen, President and Director (Principal Executive Officer)	Shankh Mitra, Chief Executive Officer (Principal Executive Officer)
/s/ Mary Ellen Pisanelli	/s/ Timothy G. McHugh
Mary Ellen Pisanelli, Director	Timothy G. McHugh, Executive Vice President – Chief Financial Officer (Principal Financial Officer)
	/s/ Joshua T. Fieweger
	Joshua T. Fieweger, Chief Accounting Officer (Principal Accounting Officer)