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): May 4, 2010

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact Name of Registrant

as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation)	1-9028 (Commission File Number)	95-3997619 (IRS Employer Identification No.)
610 Newport Center Drive, Suite 1150 Newport Beach, California (Address of Principal Executive Offices)		92660 (ZIP Code)

(949) 718-4400
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

TABLE OF CONTENTS

EX-5.1

EX-23.1

Item 8.01 Entry into a Material Definitive Agreement.

     On May 4, 2010, Nationwide Health Properties, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement (File No. 333-164384) (the “Registration Statement”), filed by the Company on January 15, 2010, relating to up to 3,355,354 shares of the Company’s common stock that may be issued under the Company’s dividend reinvestment and stock purchase plan. In connection therewith, the Company is filing as an exhibit to this report the opinion of Venable LLP as to the validity of the shares of common stock that may be so issued.

     In addition, on May 4, 2010, the Company filed a prospectus supplement to its Registration Statement relating to the Company’s possible issuance of up to 2,797,238 shares of the Company’s common stock in exchange for up to 1,626,800 Class A Partnership Units of NHP/PMB L.P. issued on April 1, May 1, May 29, October 31, December 1 and December 23, 2008, which may be tendered for redemption in accordance with the agreement of limited partnership of NHP/PMB L.P.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Venable LLP.
23.1	Consent of Venable LLP.

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 hereunto duly authorized.

	NATIONWIDE HEALTH PROPERTIES, INC.
Date: May 4, 2010	By:	/s/ Abdo H. Khoury
		Name:	Abdo H. Khoury
		Title:	Executive Vice President and Chief Financial & Portfolio Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Venable LLP.
23.1	Consent of Venable LLP.

EX-5.1

Exhibit 5.1

May 4, 2010

Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, CA 92660

Ladies and Gentlemen:

          Re: Nationwide Health Properties, Inc.

          We have acted as special Maryland counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”) in connection with its issuance and sale of shares of common stock, $0.10 par value per share (“Common Stock”) pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRIP”). The issuance of up to 5,000,000 shares of Common Stock pursuant to the DRIP was authorized by the Board of Directors on May 29, 2003, of which 355,354 shares remain available for issuance. On May 4, 2010, the Board of Directors authorized the issuance of up to an additional 3,000,000 shares of Common Stock pursuant to the DRIP, making a total of up to 3,355,354 shares of Common Stock available for issuance pursuant to the DRIP (the “DRIP Shares”).

          We have examined the Company’s Charter and Bylaws. We have also examined a Prospectus Supplement with respect to the DRIP (the “Prospectus Supplement”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, as part of the Company’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-164384). We have examined and relied on a certificate of the State Department of Assessments and Taxation of Maryland to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland, in good standing, and duly authorized to transact business in the State of Maryland.

          We have further examined and relied on a Certificate of an officer of the Company (the “Certificate”) with respect to the Company’s Charter and Bylaws and certain actions taken by its Board of Directors, among other factual and other matters addressed in the Certificate.

          We have also assumed for purposes of this opinion that DRIP Shares will not be issued or transferred in violation of any provision or limitation contained in the Company’s Charter or Bylaws. We have further assumed, without independent

Nationwide Health Properties, Inc.
May 4, 2010
Page 2

investigation, the genuineness of signatures, the authenticity of all documents submitted to us as originals, and the conformity of copies to the originals. Except as otherwise indicated herein, we have not undertaken any independent investigation of factual matters.

          Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

          The DRIP Shares have been duly authorized by all necessary corporate action on the part of the Company, and upon payment for and delivery of the DRIP Shares as contemplated by the Registration Statement, including the Prospectus Supplement, the DRIP Shares will be validly issued, fully paid and nonassessable.

          This letter expresses our opinion with respect to the Maryland General Corporation Law governing the matters set forth above. It does not extend to securities or “Blue Sky” laws of Maryland or to federal securities laws or to other laws.

          This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise or change after the date of this opinion and come to our attention, or any further changes in laws.

          We consent to the filing of this opinion as an exhibit to a Form 8-K, filed by the Company with the Commission on or about the date hereof and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 within the meaning of the Securities Act of 1933.

Very truly yours,
 

/s/ Venable LLP  

EX-23.1

Exhibit 23.1

May 4, 2010

Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, CA 92660

Re:	Nationwide Health Properties, Inc. (the “Company”)
	Registration Statement on Form S-3
	File No. 333-164384

Ladies and Gentlemen:

          We hereby consent to the incorporation by reference in the above-referenced Registration Statement of the following opinions previously rendered and filed by the Company as exhibits with the Securities and Exchange Commission, as set forth below:

          Opinion dated April 6, 2009, filed as Exhibit 5.1 to the Company’s Registration Statement (Form S-3, No. 333-158442) on April 6, 2009;

          Opinion dated May 11, 2009, filed as exhibit 5.1 to the Company’s Form 8-K Report on May 12, 2009;

          Opinion dated May 22, 2009, filed as exhibit 5.1 to the Company’s Form 8-K Report on May 26, 2009;

          Opinion dated November 10, 2009, filed as exhibit 5.1 to the Company’s Form 8-K Report on November 10, 2009; and

          Opinion dated December 9, 2009, filed as exhibit 5.1 to the Company’s Form 8-K Report on December 9, 2009.

          In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

Very truly yours,
 

/s/ Venable LLP