Healthcare Realty Trust Incorporated

As filed with the Securities and Exchange Commission on July 22, 2004

Including Area Code, of Registrant’s Principal Executive Offices)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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

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: o

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. x 333-109306

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. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, the signature pages, an exhibit index and certain exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-109306) of Healthcare Realty Trust Incorporated, including the exhibits thereto and each of the documents incorporated by reference therein (the “Original Form S-3”), are incorporated by reference in this registration statement.

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 on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 22nd day of July, 2004.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

EXHIBIT INDEX


5		Opinion of Waller Lansden Dortch & Davis, PLLC.
8		Opinion of Stites & Harbison, PLLC regarding tax matters.
23	.1	Consent of KPMG LLP.
23	.2	Consent of Ernst & Young LLP.
23	.3	Consent of Waller Lansden Dortch & Davis, PLLC (contained in opinion filed as Exhibit 5).
23	.4	Consent of Stites & Harbison, PLLC (contained in opinion filed as Exhibit 8).
24		Power of Attorney (contained on the signature page of the Original Form S-3).

EX-5 2 g89943exv5.txt EX-5 OPINION OF WALLER LANSDEN DORTCH & DAVIS, PLLC Exhibit 5 WALLER LANSDEN DORTCH & DAVIS, PLLC Nashville City Center 511 Union Street, Suite 2700 Post Office Box 198966 Nashville, Tennessee 37219-8966 July 22, 2004 Healthcare Realty Trust Incorporated Suite 700 3310 West End Avenue Nashville, Tennessee 37203 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special securities counsel to Healthcare Realty Trust Incorporated, a Maryland corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Abbreviated Registration Statement") filed by you today with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and in respect of your Registration Statement on Form S-3 (File No. 333-109306) (the "Original Registration Statement," and together with the Abbreviated Registration Statement, the "Registration Statements"). The Abbreviated Registration Statement relates to shares of the common stock of the Company, $0.01 par value (the "Common Stock"), with an aggregate offering price of $28,515,000 to be offered by the Company in addition to the shares of the Common Stock with an aggregate offering price of $142,570,963 as described in the Original Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock referred to in the Abbreviated Registration Statement, to the extent actually issued and sold in the manner and on the terms described in the prospectus and prospectus supplement accompanying the Original Registration Statement, will be duly and validly issued, fully paid and nonassessable shares of the Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and further consent to the reference to us under the caption "Legal Matters" in the Original Registration Statement. Very truly yours, /s/ WALLER LANSDEN DORTCH & DAVIS, PLLC EX-8 3 g89943exv8.txt EX-8 OPINION OF STITES & HARBISON, PLLC REGARDING TAX MATTERS EXHIBIT 8 (STITES & HARBISON PLLC LOGO) SunTrust Center 424 Church Street Suite 1800 Nashville, TN 37219-2376 [615] 244-5200 [615] 782-2371 FAX www.stites.com July 22, 2004 Healthcare Realty Trust Incorporated 3310 West End Avenue, Suite 700 Nashville, Tennessee 37203 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have acted as special tax counsel to Healthcare Realty Trust Incorporated, a Maryland real estate investment trust (the "Company"), in connection with the registration statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission, relating to the registration of shares of Common Stock, par value $0.01 per share, of the Company with an aggregate offering price of $28,515,000 (the "Securities"). In connection with the Registration Statement and the offering of the Securities, you have requested our opinions (A) that the Company was and is organized in conformity with the requirements for qualification as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") and that its method of operation as described in the Prospectus permits it to meet the requirements for qualification and taxation as a REIT, and (B) that, for taxable years of the Company ended December 31, 1993, through December 31, 2003, the Company met the requirements for qualification and taxation as a REIT set forth in Subchapter M of the Code. In rendering our opinion, we have examined and relied upon the following documents and other materials: 1. Schedules prepared and delivered by officials of the Company setting forth: (a) REIT taxable and gross income for the fiscal year ended December 31, 2003, together with a schedule of actual dividends distributed and projected dividends to be distributed in accordance with Code Section 858 and compliance with the distribution requirements of Code Section 857(a); and (b) Compliance with the applicable REIT ratios or tests for the fiscal year ended December 31, 2003, including: Income tests: (1) 95% gross income test for the year; and (2) 75% gross income test for the year. Alexandria, VA Atlanta, GA Frankfort, KY Jeffersonville, IN Lexington, KY Louisville, KY Nashville, TN Washington, DC (STITES & HARBISON PLLC LOGO) Healthcare Realty Trust Incorporated July 22, 2004 Page 2 Asset tests: (1) 75% asset test at the end of each quarter; (2) 25% asset test at the end of each quarter; (3) 10% asset test at the end of each quarter; and (4) 5% asset test at the end of each quarter. 2. Schedules prepared and delivered by officials of the Company setting forth for all taxable years of the Company since and including the first year with respect to which the Company elected REIT status, the information described in paragraph 1 above and including, for taxable years prior to that ended December 31, 1998, the 30% gross income test. 3. The Company's certificate, dated July 19, 2004. In addition, we have examined such additional records, documents, certificates and other instruments and made such investigations of fact and law as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In rendering our opinion, we have made the following assumptions: 1. Shares of the Company have been, since the completion of the Company's initial public offering, and will continue to be, beneficially owned by over 100 shareholders, as defined under Code Section 856(a)(5); five or fewer shareholders have not owned, directly or indirectly under the rules of Code Section 544, as modified by Code Section 856(h), at any time since the completion of the initial public offering, over 50% in value of the outstanding stock of the Company; and "Excess Shares" (defined in the Company's Second Articles of Amendment and Restatement to be shares of a value exceeding 9.9% in value of the outstanding shares of the Company) held or deemed held by any person (pursuant to applicable rules of attribution) are deemed to have no value or voting rights. 2. The Company has complied and will comply with any and all procedural requirements for REIT status set forth in Code Sections 856 through 860 and the regulations thereunder, including the timely making of such elections and the obtaining and disclosing of such information as is required on the federal tax returns to be filed by the Company. 3. Additional properties acquired will constitute "real estate assets" and any other investments made by the REIT will be made in a manner which will satisfy the asset tests of Code Section 856(c). (STITES & HARBISON PLLC LOGO) Healthcare Realty Trust Incorporated July 22, 2004 Page 3 4. The income from existing and additional leases entered into or acquired and the income from other investments will not cause the Company to fail to satisfy the income tests of Code Section 856(c). 5. The Company will operate in accordance with its past and proposed method of operation as described in its filings with the Securities and Exchange Commission under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. 6. The Company had no accumulated "C" corporation earnings and profits at December 31, 2003. 7. All partnerships in which the Company may have an ownership interest will own only "real estate assets" and cash reserves. All activities of those partnerships will consist of activities permitted to be undertaken by a REIT, and income of such partnerships, other than interest income on cash reserves, shall be "rents from real property". 8. Each corporation in which the Company has acquired or acquires an equity interest shall either be a "Qualified REIT Subsidiary" under Code Section 856(i), a "Taxable REIT Subsidiary" under Code Section 856(l) or a corporation in which the Company will not own over ten percent of the outstanding voting securities, and the securities owned of any such corporation that is not a Qualified REIT Subsidiary or a Taxable REIT Subsidiary will not be greater in value than five percent (5%) of the value of the total assets of the Company, and the aggregate value of the securities of all such Taxable REIT Subsidiaries will not exceed twenty percent (20%) of the value of the total assets of the Company. On the basis of and in reliance on the foregoing, we wish to advise you that: (A) under current law, including relevant statutes, regulations and judicial and administrative precedent (which law is subject to change on a retroactive basis), in our opinion the Company was and is organized in conformity with the requirements for qualification as a REIT under the Code and that its method of operation permits it to meet the requirements for qualification and taxation as a REIT. (B) with respect to the taxable years of the Company ended December 31, 1993, through December 31, 2003, the Company met the requirements for qualification and taxation as a REIT set forth in Subchapter M of the Code. (C) we also hereby confirm the statements made under the caption "Federal Income Tax and ERISA Considerations" in the Prospectus, and under Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, incorporated by reference therein, under the captions "Federal Income Tax Information," "ERISA Considerations" and "Status of the Company under ERISA". (STITES & HARBISON PLLC LOGO) Healthcare Realty Trust Incorporated July 22, 2004 Page 4 Since actual qualification as a REIT is dependent upon future facts and circumstances, it is possible that future events, operations, distributions or other actions will cause the Company not to qualify or continue to qualify as a REIT. The foregoing opinions are limited to the federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any state, locality or foreign country. We undertake no obligation to update the opinions expressed herein after the date of this letter. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to us under the caption "Legal Matters" in the Prospectus and the Prospectus Supplement and under the caption "Federal Income Tax and ERISA Considerations" in the Prospectus. Sincerely yours, /s/ STITES & HARBISON PLLC EX-23.1 4 g89943exv23w1.txt EX-23.1 CONSENT OF KPMG LLP EXHIBIT 23.1 Independent Auditors' Consent The Board of Directors Healthcare Realty Trust Incorporated: We consent to the incorporation by reference in the registration statement on Form S-3 of Healthcare Realty Trust Incorporated (the "Company") filed pursuant to Rule 462(b)(3) under the Securities Act of 1933 of our reports dated July 14, 2004, with respect to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 for Ascension Detroit Properties and for Baylor Health Care System Properties, which reports appear in the Form 8-K of the Company dated July 19, 2004 and to the reference of our firm under the heading "Experts" in the Form 8-K/A of the Company dated July 20, 2004 which is incorporated into the Registration Statement. /s/ KPMG LLP Nashville, Tennessee July 22, 2004 EX-23.2 5 g89943exv23w2.txt EX-23.2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 (333-109306) and related Prospectus, as amended, and to the incorporation by reference therein and in the related Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, of Healthcare Realty Trust Incorporated of our report dated January 29, 2004, with respect to the consolidated financial statements of Healthcare Realty Trust Incorporated incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2003 and our report dated February 17, 2004 on the related financial statement schedules included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Nashville, Tennessee July 16, 2004 -----END PRIVACY-ENHANCED MESSAGE-----





	Proposed
	Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to be Registered	Offering Price	Fee


Common Stock (par value $.01 per share)	$28,515,000(1)	$3,613


Signature	Title	Date


/s/ David R. Emery David R. Emery	Chairman and Chief Executive Officer (Principal Executive Officer)		July 22, 2004

* Scott W. Holmes	Senior Vice President and Chief Financial Officer (Principal Financial Officer)		July 22, 2004

* Leigh Ann Stach	Vice President Financial Reporting (Principal Accounting Officer)		July 22, 2004

* Errol L. Biggs, Ph.D.	Director		July 22, 2004

* Charles Raymond Fernandez, M.D.	Director		July 22, 2004
* Batey M. Gresham, Jr.	Director		July 22, 2004
* Marliese E. Mooney	Director		July 22, 2004
* Edwin B. Morris III	Director		July 22, 2004


Signature	Title	Date

* John Knox Singleton	Director		July 22, 2004

* Dan S. Wilford	Director		July 22, 2004

* /s/ David R. Emery Attorney-in-fact			July 22, 2004


Maryland (State or Other Jurisdiction of Incorporation or Organization)		62-1507028 (I.R.S. Employer Identification Number)


(1)	Estimated solely for purposes of calculating the registration fee.


	HEALTHCARE REALTY TRUST
	INCORPORATED