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): June 10, 2010

NATIONWIDE HEALTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Maryland	1-9028	95-3997619
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150 Newport Beach, California	92660
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 718-4400

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

Item 8.01 Other Events

On June 10, 2010, Nationwide Health Properties, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3ASR (File No. 333-164384) relating to the Company’s possible issuance of up to 5,000 shares of the Company’s common stock in exchange for up to 2,551 Class A Partnership Units of NHP/PMB L.P. issued on June 1, 2009, which may be tendered for redemption in accordance with the agreement of limited partnership of NHP/PMB L.P. In connection therewith, the Company is filing as an exhibit to this report the opinion of Venable LLP with respect to the validity of the shares of common stock that may be so issued.

At June 9, 2010, the REIT Shares Amount, which is number of shares of common stock with which the Company may satisfy redemptions of Class A Partnership Units, was equal to 1.004 shares of common stock per Class A Partnership Unit.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
5.1	Opinion of Venable LLP
23.1	Consent of Venable LLP (included in Exhibit 5.1)

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: June 10, 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 (included in Exhibit 5.1)

EX-5.1

Exhibit 5.1

June 10, 2010

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

Re: Registration Statement on Form S-3 (File No. 333-164384)

Ladies and Gentlemen:

We have served as Maryland counsel to Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the potential issuance of up to 5,000 shares (the “Shares”) of common stock, par value $.10 per share (the “Common Stock”), of the Company, issuable in exchange for and upon redemption of up to 2,551 Class A Partnership Units (the “Units”) of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”), covered by the above-referenced Registration Statement (the “Registration Statement”), including the prospectus supplement (“Prospectus Supplement”) dated June 10, 2010, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “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 (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the Prospectus Supplement included therein, in the form transmitted to the Commission under the Act;

2. The charter of the Company, as amended and supplemented through the date hereof (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Amended and Restated Bylaws of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to the issuance of the Shares (the “Resolutions”), certified by an officer of the Company;

Nationwide Health Properties, Inc.
June 10, 2010
Page 2

6. The Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”);

7. The Registration Rights Agreement by and among the Company and the Investors party thereto, dated April 1, 2008;

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

9. 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 Partnership) is duly authorized to do so.

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

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.

5. None of the Shares were or will be issued or transferred in violation of any restriction contained in the Charter. The Units were validly issued by the Partnership and will be exchanged for Shares in accordance with the Partnership Agreement.

6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Nationwide Health Properties, Inc.
June 10, 2010
Page 3

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

1. The Company is a corporation 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. The Shares have been duly authorized for issuance and, when and if issued and delivered in accordance with the Registration Statement, the Prospectus Supplement, the Resolutions and the Partnership Agreement, will be validly issued, fully paid and nonassessable.

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 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

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.

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 (the “Current Report”) which is to be 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 Act.

Very truly yours,

/s/ Venable LLP