8-K - DOC - Equibles

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 13, 2021

Healthpeak Properties, Inc.

(Exact Name of Registrant as Specified in itsCharter)

Maryland	001-08895	33-0091377
(State or other Jurisdiction<br><br><br><br>of Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

5050 South Syracuse Street, Suite 800

Denver, CO 90237

(Address of principal executive offices)(Zip Code)

(720) 428-5050

(Registrant’s telephone number,including area code)

N/A

(Former Name or Former Address, if ChangedSince 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:

¨	Written communications pursuant to Rule 425<br> under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common<br> stock, $1.00 par value	PEAK	The<br> New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	¨

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 13(a) of the Exchange Act. ¨

Item 8.01	Other Events.

On May 13, 2021, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (the “New Registration Statement”) to replace the existing automatic shelf registration statement on Form S-3ASR (No. 333-225318) filed with the SEC on May 31, 2018 (the “Prior Registration Statement”), which was scheduled to expire on May 31, 2021, pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on May 13, 2021.

In connection with the filing of the New Registration Statement, the Company also filed the following nine prospectus supplements:

(i) A prospectus supplement covering the offering of 7,081,200 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan (the “DRIP Prospectus Supplement”). The DRIP Prospectus Supplement continues an offering of 12,000,000 shares previously covered by the Prior Registration Statement.

(ii) A prospectus supplement covering the resale of up to 324,535 shares of Common Stock, which may be issuable or have been issued upon exchange of 141,188 non-managing member units of HCPI/Utah II, LLC (the “HCPI/Utah II Resale Shares Prospectus Supplement”) pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of August 17, 2001, of HCPI/Utah II, LLC, as amended (the “HCPI/Utah II Operating Agreement”). The HCPI/Utah II Resale Shares Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(iii) A prospectus supplement covering the resale of up to 281,515 shares of Common Stock, which may be issuable upon exchange of 122,473 non-managing member units of HCPI/Tennessee, LLC (the “HCPI/Tennessee Prospectus Supplement”) pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, as amended, of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005. The HCPI/Tennessee Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(iv) A prospectus supplement covering the issuance of up to 1,824,189 shares of Common Stock to the holders of non-managing member units of HCP DR MCD, LLC upon tender of those units in exchange for shares of Common Stock (the “MCD Prospectus Supplement”) that the Company may issue pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of February 9, 2007, of HCP DR MCD, LLC. The MCD Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(v) A prospectus supplement covering the issuance of up to 1,046,762 shares of Common Stock to the holders of non-managing member units of HCPI/Utah II, LLC issued on July 30, 2012, August 15, 2012 and October 19, 2012, upon tender of those units in exchange for shares of Common Stock (the “Utah II Exchange Shares Prospectus Supplement”) that the Company may issue pursuant to redemption rights set forth in the HCPI/Utah II Operating Agreement. The Utah II Exchange Shares Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(vi) A prospectus supplement covering the issuance of up to 55,190 shares of Common Stock to the holders of non-managing member units of HCP DR California II, LLC upon tender of those units in exchange for shares of Common Stock (the “California II Prospectus Supplement”) that the Company may issue pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of June 1, 2014, of HCP DR California II, LLC. The California II Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(vii) A prospectus supplement covering the issuance of up to 117,079 shares of Common Stock to the holders of non-managing member units of HCP DR California III, LLC upon tender of those units in exchange for shares of Common Stock (the “California III Prospectus Supplement”) that the Company may issue pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2019, of HCP DR California III, LLC. The California III Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(viii) A prospectus supplement covering the issuance of up to 926,055 shares of Common Stock to the holders of non-managing member units of HCP DR California IV, LLC upon tender of those units in exchange for shares of Common Stock (the “California IV Prospectus Supplement”) that the Company may issue pursuant to redemption rights set forth in that certain Second Amended and Restated Limited Liability Company Agreement, dated as of July 18, 2019, of HCP DR California IV, LLC. The California IV Prospectus Supplement continues an offering of Common Stock previously covered by the Prior Registration Statement.

(ix) A prospectus supplement with respect to the Company’s existing “at-the-market” equity offering program (the “ATM Prospectus Supplement”), pursuant to which the Company may offer and sell shares of its Common Stock having an aggregate offering price of up to $1,500,000,000, from time to time, pursuant to an At-the-Market Equity Offering Sales Agreement, dated February 19, 2020, as amended and supplemented by Amendment No. 1 thereto, dated May 13, 2021, with each of J.P. Morgan Securities, LLC, Barclays Capital Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (or certain of their respective affiliates).

The Company is filing this Current Report on Form 8-K to provide legal opinions of its counsel, Ballard Spahr LLP, regarding the legality of the securities covered by the DRIP Prospectus Supplement, the HCPI/Utah II Resale Shares Prospectus Supplement, the HCPI/Tennessee Prospectus Supplement, the MCD Prospectus Supplement, the HCPI/Utah II Exchanges Shares Prospectus Supplement, the California II Prospectus Supplement, the California III Prospectus Supplement, the California IV Prospectus Supplement and the ATM Prospectus Supplement, which opinions are attached hereto as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9, respectively.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

No.	Description
5.1	Opinion of Ballard Spahr LLP (DRIP Prospectus Supplement)
5.2	Opinion of Ballard Spahr LLP (HCPI/Utah II Resale Shares Prospectus Supplement)
5.3	Opinion of Ballard Spahr LLP (HCPI/Tennessee Prospectus Supplement)
5.4	Opinion of Ballard Spahr LLP (MCD Prospectus Supplement)
5.5	Opinion of Ballard Spahr LLP (HCPI/Utah II Exchange Shares Prospectus Supplement)
5.6	Opinion of Ballard Spahr LLP (California II Prospectus Supplement)
5.7	Opinion of Ballard Spahr LLP (California III Prospectus Supplement)
5.8	Opinion of Ballard Spahr LLP (California IV Prospectus Supplement)
5.9	Opinion of Ballard Spahr LLP (ATM Prospectus Supplement)
23.1	Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2	Consent of Ballard Spahr LLP (included in Exhibit 5.2)
23.3	Consent of Ballard Spahr LLP (included in Exhibit 5.3)
23.4	Consent of Ballard Spahr LLP (included in Exhibit 5.4)
23.5	Consent of Ballard Spahr LLP (included in Exhibit 5.5)
23.6	Consent of Ballard Spahr LLP (included in Exhibit 5.6)
23.7	Consent of Ballard Spahr LLP (included in Exhibit 5.7)
23.8	Consent of Ballard Spahr LLP (included in Exhibit 5.8)
23.9	Consent of Ballard Spahr LLP (included in Exhibit 5.9)
104	The cover page of this Current Report on Form 8-K, formatted in Inline<br>XBRL

SIGNATURES

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

Date: May 13, 2021

Healthpeak Properties, Inc.
By:	/s/ Peter A. Scott
	Peter A. Scott
	Executive Vice President and
	Chief Financial Officer

Exhibit 5.1

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company") - Issuance of up to 7,081,200<br>shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), pursuant<br>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 under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). 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<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment<br>No. 1 to the Fourth Amended and Restated Bylaws of the Company, dated as of October 25, 2007, Amendment No. 2 to the Fourth Amended and<br>Restated Bylaws of the Company, dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company,<br>dated as of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013,<br>the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October<br>30, 2019 (collectively, the "Bylaws");
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(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 June 1, 2012, Articles of Merger filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment filed with the Department on October 30, 2019;

(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, Amendment No. 2 to the Fourth Amended and Restated Bylaws of the Company, dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, dated as of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

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BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on April 28, 1999, October 26, 2000, April<br>1, 2002, October 23, 2003, January 21, 2004, October 30, 2008, July 11, 2012, April 30, 2015, May 23, 2018 and April 29, 2021 (collectively,<br>the "Directors' Resolutions");
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(v)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), including the Plan set forth therein, in substantially the form filed or to be filed with the Commission pursuant to<br>the Act;
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(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the Plan are<br>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;
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(vii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
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(viii)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>to render this opinion, subject to the limitations, assumptions and qualifications noted below.
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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)<br>is duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;
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(c)	any of the Documents submitted to us as originals are authentic; the form and content of any Documents<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>action or omission of the parties or otherwise;
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BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>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<br>will not take any other action, including, but not limited to, the issuance of additional shares of Common Stock, which will cause the<br>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<br>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<br>authorized to issue under the Charter;
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(f)	none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
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(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>3-602 of the MGCL.
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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<br>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<br>issued and delivered by the Company in exchange for payment of the consideration therefor in accordance with the terms and conditions<br>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 the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

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 Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in 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 Prospectus Supplement 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 LLP

Exhibit 5.2

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 324,535 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of non-managing member units (the "Units") in HCPI/Utah II, LLC, a Delaware limited liability company (the "LLC"), upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), consisting of Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment<br>No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated<br>Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended and Restated Bylaws of the Company dated as of March<br>7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company,<br>dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment<br>No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October<br>30, 2019 (collectively, the "Bylaws");
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(i)

(ii)

the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended and Restated Bylaws of the Company dated as of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

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BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on or as of July 19, 2001, January 28, 2005,<br>October 25, 2007, July 11, 2012, July 26, 2012, April 30, 2015, May 23, 2018 and April 29, 2021 (the "Directors' Resolutions");
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(v)	the Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August<br>17, 2001, as amended (the "LLC Agreement");
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(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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;
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(vii)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
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(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
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(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>is duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;
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BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(c)	any of the Documents submitted to us as originals are authentic; the form and content of any Documents<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---
(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed<br>the total number of shares of Common Stock that the Company is authorized to issue under the Charter;
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(f)	none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
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(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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<br>the laws of the State of Maryland.
2.	The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the<br>part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange<br>for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'<br>Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.
---	---

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.

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BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

The foregoing opinion is limited to the substantive 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 the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.3

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 281,515 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock") to be issued to one or more holders (the "Unit Holders") of non-managing member units (the "Units") in HCPI/Tennessee, LLC, a Delaware limited liability company (the "LLC"), upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), consisting of Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment<br>No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated<br>Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, dated as<br>of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company,<br>dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment<br>No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October<br>30, 2019 (collectively, the "Bylaws");
---	---

(i)

(ii)

the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, dated as of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on or as of January 26, 2007, July 11, 2012,<br>April 30, 2015, May 23, 2018 and April 29, 2021 (the "Directors' Resolutions");
---	---
(v)	the Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October<br>2, 2003, as amended (the "LLC Agreement");
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>is duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(c)	any of the Documents submitted to us as originals are authentic; the form and content of any Documents<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---
(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed<br>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<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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<br>the laws of the State of Maryland.
2.	The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the<br>part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange<br>for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'<br>Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.
---	---

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.4

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 1,824,189 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Selling Unit Holders") of units representing non-managing membership interests (the "Units") in HCP DR MCD, LLC, a Delaware limited liability company (the "LLC"), upon exchange of such Units, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), consisting of Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment<br>No. 1 to the Fourth Amended and Restated Bylaws of the Company, dated as of October 25, 2007, Amendment No. 2 to the Fourth Amended and<br>Restated Bylaws of the Company, dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, dated as of March<br>7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013, the Fifth Amended<br>and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws<br>of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of<br>July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");
---	---

(i)

(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, Amendment No. 2 to the Fourth Amended and Restated Bylaws of the Company, dated as of October 29, 2009, Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, dated as of March 7, 2011, and Amendment No. 4 to the Fourth Amended and Restated Bylaws of the Company, dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on or as of October 25, 2007, July 11, 2012,<br>April 30, 2015, May 23, 2018 and April 29, 2021 (the "Directors' Resolutions");
---	---
(v)	the Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, dated as of February<br>9, 2007, as amended (the "LLC Agreement");
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the “Prospectus<br>Supplement”), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>is duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(c)	any of the Documents submitted to us as originals are authentic; the form and content of any Documents<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---
(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed<br>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<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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<br>the laws of the State of Maryland.
2.	The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the<br>part of the Company, and if, as and when such Shares are issued and delivered by the Company to the Selling Unit Holders in exchange for<br>Units of the LLC, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions, such Shares<br>will be duly authorized, validly issued, fully paid and non-assessable.
---	---

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such Shares are issued and delivered by the Company to the Selling Unit Holders in exchange for Units of the LLC, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.5

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 1,046,762 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing non-managing membership interests (the "Units") in HCPI/Utah II, LLC, a Delaware limited liability company (the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), consisting of Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated<br>as of September 20, 2006, as amended by Amendment No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25,<br>2007, Amendment No. 2 to Fourth Amended and Restated Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended<br>and Restated Bylaws of the Company dated as of March 7, 2011, and Amendment No. 4 to Fourth Amended and Restated Bylaws of the Company<br>dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment<br>No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of<br>October 30, 2019 (collectively, the "Bylaws");
---	---

(i)

(ii)

the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended and Restated Bylaws of the Company dated as of March 7, 2011, and Amendment No. 4 to Fourth Amended and Restated Bylaws of the Company dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on or as of July 19, 2001, January 28, 2005,<br>October 25, 2007, July 11, 2012, July 26, 2012, April 30, 2015, May 23, 2018 and April 29, 2021 (the "Directors' Resolutions");
---	---
(v)	the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of August 17, 2001,<br>as amended (the “LLC Agreement”);
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>is duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(c)	any of the Documents submitted to us as originals are authentic; the form and content of any Documents<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---
(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed<br>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<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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<br>the laws of the State of Maryland.
2.	The Shares have been duly reserved and authorized for issuance by all necessary corporate action on the<br>part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange<br>for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors'<br>Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.
---	---

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.6

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 55,190 shares (the "Shares") of common stock of the Company, par value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing non-managing membership interests (the "Units") in HCP DR California II, LLC, a Delaware limited liability company (the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), represented by Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment<br>No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated<br>Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended and Restated Bylaws of the Company dated as of March<br>7, 2011 and Amendment No. 4 to Fourth Amended and Restated Bylaws of the Company dated as of September 30, 2013, the Fifth Amended and<br>Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth<br>Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws<br>of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively,<br>the "Bylaws");
---	---

(i)

the corporate charter of the Company (the "Charter"), represented by Articles of Restatement filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment filed with the Department on October 30, 2019;

(ii)

the Fourth Amended and Restated Bylaws of the Company, dated as of September 20, 2006, as amended by Amendment No. 1 to Fourth Amended and Restated Bylaws of the Company dated as of October 25, 2007, Amendment No. 2 to Fourth Amended and Restated Bylaws of the Company dated as of October 29, 2009, Amendment No. 3 to Fourth Amended and Restated Bylaws of the Company dated as of March 7, 2011 and Amendment No. 4 to Fourth Amended and Restated Bylaws of the Company dated as of September 30, 2013, the Fifth Amended and Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (collectively, the "Bylaws");

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
(iv)	resolutions adopted by the Board of Directors of the Company on or as of May 1, 2014, April 30, 2015,<br>May 23, 2018 and April 29, 2021 (the "Directors' Resolutions");
---	---
(v)	the Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, dated as of<br>June 1, 2014, as amended (the "LLC Agreement");
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>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<br> Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of<br> such documents as executed and delivered; any of the<br>Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents<br>are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; there has been no modification of,<br>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<br>the parties or otherwise;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect<br>to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under<br>the Charter;
---	---
(f)	none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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<br>the laws of the State of Maryland.
2.	The Shares have been duly authorized for issuance by all necessary corporate action on the part of the<br>Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units<br>of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions,<br>such Shares will be duly authorized, validly issued, fully paid and non-assessable.
---	---

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the LLC Agreement and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable.

---

The foregoing opinion is limited to the substantive 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

Very<br> truly yours,
/s/<br> Ballard Spahr LLP

Exhibit 5.7

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 117,079 shares (the "Shares") of common stock of the Company, par value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing non-managing membership interests (the "Units") in HCP DR California III, LLC, a Delaware limited liability company (the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), represented by Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fifth Amended and Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment<br>No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company dated as of October<br>30, 2019 (collectively, the "Bylaws");
---	---
(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iv)	resolutions adopted by the Board of Directors of the Company on or as of March 13, 2019, April 24-25,<br>2019 and April 29, 2021 (the "Directors' Resolutions");
(v)	the Amended and Restated Limited Liability Company Agreement of HCP DR California III, LLC, dated as of<br>May 1, 2019 (the "LLC Agreement");
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>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<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
---	---
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect<br>to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under<br>the Charter;
(f)	none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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:

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

---

The foregoing opinion is limited to the substantive 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.8

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:	Healthpeak Properties, Inc., a Maryland corporation (the "Company")

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of 926,055 shares (the "Shares") of common stock of the Company, par value $1.00 per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing non-managing membership interests (the "Units") in SH DR California IV, LLC, a Delaware limited liability company (the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), pursuant to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.

(i)	the corporate charter of the Company (the "Charter"), represented by Articles of Restatement<br>filed with the State Department of Assessments and Taxation of Maryland (the "Department") on June 1, 2012, Articles of Merger<br>filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment<br>filed with the Department on October 30, 2019;
(ii)	the Fifth Amended and Restated Bylaws of the Company dated as of February 8, 2015, as amended by Amendment<br>No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended<br>and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company dated as of October<br>30, 2019 (collectively, the "Bylaws");
---	---
(iii)	the Minutes of the Organizational Action of the Board of Directors of the Company, dated March 21, 1985<br>(the "Organizational Minutes");
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iv)	certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions");
(v)	the Second Amended and Restated Limited Liability Company Agreement of SH DR California IV, LLC, dated<br>as of July 18, 2019 (the "LLC Agreement");
---	---
(vi)	a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"),<br>to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, the Directors' Resolutions and the LLC Agreement<br>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)	the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus<br>Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act;
---	---
(viii)	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
---	---
(ix)	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary<br>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)<br>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<br>submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents<br>as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents;<br>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;<br>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<br>Documents by action or omission of the parties or otherwise;
---	---
(d)	all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct<br>and complete both when made and as of the date hereof;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(e)	upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common<br>Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued, after giving effect<br>to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under<br>the Charter;
(f)	none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter<br>relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;<br>and
---	---
(g)	none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate<br>thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section<br>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:

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

---

The foregoing opinion is limited to the substantive 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

Very truly yours,
/s/ Ballard Spahr LLP

Exhibit 5.9

May 13, 2021

Healthpeak Properties, Inc.

5050 South Syracuse Street

Suite 800

Denver, Colorado 80237

Re:

Healthpeak Properties, Inc., a Maryland corporation (the “Company”) – Registration of shares of common stock, par value one dollar ($1.00) per share (the “Common Stock”), of the Company having an aggregate gross sales price of up to $1,500,000,000 (the “Shares”) to be sold in an at-the-market offering (the “Offering”) pursuant to a Registration Statement on Form S-3 relating to an indeterminate aggregate initial offering price or number of the Company’s shares of Common Stock, shares of preferred stock, par value $1.00 per share, depositary shares, debt securities and warrants filed or to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”)

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 pursuant to the Registration Statement. You have requested our opinion with respect to the matters set forth below.

We understand that no Shares were previously sold by the Company pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-225318) filed with the Commission on May 31, 2018, the related base prospectus dated May 31, 2018 and the related prospectus supplement dated February 19, 2020, and, as of the date hereof, Shares having an aggregate gross sales price of up to $1,500,000,000 may be sold pursuant to the Registration Statement and the Prospectus (as defined herein).

(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 June 1, 2012, Articles of Merger filed with the Department on December 3, 2015, Articles Supplementary filed with the Department on July 31, 2017 and Articles of Amendment filed with the Department on October 30, 2019;

(ii)

the Fifth Amended and Restated Bylaws of the Company, dated as of February 8, 2015, as amended by Amendment No. 1 to the Fifth Amended and Restated Bylaws of the Company, dated as of January 28, 2016, and Amendment No. 2 to the Fifth Amended and Restated Bylaws of the Company, dated as of July 27, 2017, and the Sixth Amended and Restated Bylaws of the Company, dated as of October 30, 2019 (the “Bylaws”);

---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 2

(iii)	the Minutes of the Organizational Action<br> of the Board of Directors of the Company, dated March 21, 1985 (the “Organizational<br> Minutes”);
(iv)	resolutions adopted by the Board of Directors<br> of the Company (the “Board”) on or as of January 29, 2020 (the “Initial<br> Board Resolutions”), April 29, 2021 (the “Additional Board Resolutions”)<br> and January 29, 2020, April 30, 2020, July 30, 2020, October 29, 2020, February 4, 2021 and<br> April 29, 2021 (collectively, the “ATM Sales Limit Board Resolutions” and together<br> with the Initial Board Resolutions and the Additional Board Resolutions, collectively, the<br> “Board Resolutions”), resolutions adopted by the ATM Pricing Committee of the<br> Board (the “Pricing Committee”) on or as of February 19, 2020 and May 12, 2021<br> (collectively, the “Pricing Committee Resolutions”), and the form of resolutions<br> (the “Subsequent Resolutions”, and together with the Board Resolutions and the<br> Pricing Committee Resolutions, collectively, the “Directors’ Resolutions”)<br> to be adopted from time to time by the Board;
---	---
(v)	a fully executed copy of the At-The-Market<br> Equity Offering Sales Agreement, dated as of February 19, 2020, as amended by Amendment No.<br> 1 to At-The-Market Equity Offering Sales Agreement, dated as of May 13, 2021 (collectively,<br> the “Agreement”), by and between the Company and J.P. Morgan Securities LLC,<br> Barclays Capital Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Credit<br> Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan<br> Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo<br> Securities, LLC, each as sales agent, forward seller and/or principal, and JPMorgan Chase<br> Bank, National Association, New York Branch, Bank of America, N.A., The Bank of Nova Scotia,<br> Barclays Bank PLC, Credit Agricole Corporate and Investment Bank c/o Credit Agricole Securities<br> (USA) Inc., as agent, Credit Suisse International, Goldman Sachs & Co. LLC, Mizuho Markets<br> Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada and Wells Fargo Bank, National<br> Association, each as forward purchaser;
---	---
(vi)	a certificate of one or more officers of<br> the Company, dated as of May 13, 2021 (the “Officers’ Certificate”), to<br> the effect that, among other things, the copies of the Charter, the Bylaws, the Organizational<br> Minutes, the Board Resolutions and the Pricing Committee Resolutions are true, correct and<br> complete, have not been rescinded or modified and are in full force and effect on the date<br> of the Officers’ Certificate, and certifying as to the manner of adoption of the Board<br> Resolutions and the Pricing Committee Resolutions, the authorization for issuance of the<br> Shares, the form of the Subsequent Resolutions, and the form, approval, execution and delivery<br> of the Agreement;
---	---
(vii)	the Registration Statement and the related<br> base prospectus dated May 13, 2021 (the “Base Prospectus”) and the prospectus<br> supplement dated May 13, 2021 with respect to the Shares (the “Prospectus Supplement”<br> and together with the Base Prospectus, the “Prospectus”), in substantially the<br> form filed or to be filed with the Commission pursuant to the Act;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 3

(viii)	a status certificate of the Department,<br> dated as of a recent date, to the effect that the Company is duly incorporated and existing<br> under the laws of the State of Maryland; and
(ix)	such other laws, records, documents, certificates,<br> opinions and instruments as we have deemed necessary to render this opinion, subject to the<br> 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<br> or agreement on behalf of any party (other than the Company) is duly authorized to do so;
(b)	each natural person executing any instrument,<br> document or agreement is legally competent to do so;
---	---
(c)	all Documents submitted to us as originals<br> are authentic; the form and content of all Documents submitted to us as unexecuted drafts<br> do not, and will not, differ in any respect relevant to this opinion from the form and content<br> of such documents as executed and delivered; all Documents submitted to us as certified or<br> photostatic copies conform to the original documents; all signatures on all Documents are<br> genuine; all public records reviewed or relied upon by us or on our behalf are true and complete;<br> all representations, warranties, statements and information contained in the Documents are<br> true and complete; there has been no modification of, or amendment to, any of the Documents,<br> and there has been no waiver of any provision of any of the Documents by action or omission<br> of the parties or otherwise;
---	---
(d)	all certificates submitted to us, including<br> but not limited to the Officers’ Certificate, are true, correct and complete both when<br> made and as of the date hereof;
---	---
(e)	none of the Shares will be issued or transferred<br> in violation of the provisions of Article V of the Charter relating to restrictions on ownership<br> and transfer of stock or the provisions of Article V of the Charter relating to business<br> combinations;
---	---
(f)	none of the Shares will be issued and sold<br> to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle<br> 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation<br> of Section 3-602 of the MGCL;
---	---
(g)	the Company has not, and is not required<br> to be, registered under the Investment Company Act of 1940;
---	---

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 4

(h)	prior to issuance and sale of any of the<br> Shares, resolutions in the form of the Subsequent Resolutions setting forth, with respect<br> to such Shares, the maximum number of such Shares to be issued and sold, the minimum gross<br> sales price per share and the minimum price to be received by the Company per share (net<br> of any discounts provided or commissions paid by the Company in connection with the offering<br> of such Shares) will have been duly adopted at a duly convened meeting of the members of<br> the Board or by unanimous consent of the members of the Board given in writing or by electronic<br> transmission;
(i)	the aggregate gross sales price of all of<br> the Shares sold pursuant to the Agreement will not exceed $1,500,000,000; the aggregate gross<br> sales price of all of the Shares sold pursuant to the Agreement during each approximately<br> three month period between the regular quarterly meetings of the Board (or such other period<br> of time as may be determined by the Board and set forth in the Directors’ Resolutions)<br> will not exceed $500,000,000 (or such greater or lesser limit as may be determined by the<br> Board and set forth in the Directors’ Resolutions); and the aggregate number of Shares<br> issued and sold pursuant to the Agreement will not exceed the maximum aggregate number authorized<br> for issuance and sale in the Directors' Resolutions;
---	---
(j)	the consideration per Share to be received<br> by the Company for each Share issued and sold pursuant to the Agreement will be determined<br> in accordance with, and will not be less than the applicable minimum consideration per share<br> set forth in, the Directors' Resolutions; and
---	---
(k)	upon each issuance of any of the Shares<br> subsequent to the date hereof, the total number of shares of Common Stock of the Company<br> issued and outstanding, after giving effect to such issuance of such Shares, will not exceed<br> the total number of shares of Common Stock that the Company is authorized to issue under<br> the Charter.
---	---

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:

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares to be issued in the Offering have been generally authorized for issuance by the Company pursuant to the Agreement, and when such Shares are issued and delivered pursuant to due authorization by the Board or the Pricing Committee subsequent to the date hereof, in exchange for payment of the consideration therefor, as provided in, and in accordance with the terms of, the Agreement and the Directors’ Resolutions, such Shares will be duly authorized, validly issued, fully paid and nonassessable.

---

The foregoing opinion is limited to the substantive 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 the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

May 13, 2021

Page 5

We consent to the incorporation by reference of this opinion in 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 “Legal Matters”. 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 LLP