WELL 8-K
Welltower Inc. (WELL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Resale Prospectus Supplement
On April 29, 2026, Welltower Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the base prospectus dated March 28, 2025 (the “Base Prospectus”) included in the Company’s automatic shelf registration statement on Form S-3 (File No. 333-286204) (the “Registration Statement”) to register the offer and resale by the selling stockholder identified therein of up to 138,740 shares (the “Resale Shares”) of the Company’s common stock (the “Common Stock”), par value $1.00 per share, which the Company will issue in exchange for securities issued as consideration for its recent acquisition of certain properties.
Welltower OP Unit Prospectus Supplement
On April 29, 2026, the Company filed with the SEC another prospectus supplement (the “OP Prospectus Supplement”) to the Base Prospectus. The OP Prospectus Supplement relates to the registration and possible issuance of up to 176,172 shares (the “OP Shares”) of Common Stock that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the “OP Units”) of Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), tender such OP Units for redemption.
Registration of the OP Shares as provided in the OP Prospectus Supplement does not necessarily mean that any of the holders of OP Units will exercise their redemption rights with respect to the OP Units.
The Company is filing this Current Report on Form 8-K to provide legal and tax opinions of its counsel, Gibson, Dunn & Crutcher LLP, which opinions are attached hereto as Exhibits 5.1, 5.2, 8.1 and 8.2 and are incorporated by reference herein and in the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares. |
| 5.2 | Opinion of Gibson, Dunn & Crutcher LLP regarding the OP Shares. |
| 8.1 | Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the Resale Shares. |
| 8.2 | Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the OP Shares. |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1, 5.2, 8.1 and 8.2 hereto). |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| WELLTOWER INC. | ||
| By: | /s/ Matthew McQueen | |
| Name: | Matthew McQueen | |
| Title: | Chief Legal Officer and General Counsel | |
Date: April 29, 2026
Exhibit 5.1
April 29, 2026
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
| Re: | Welltower Inc. |
Registration Statement on Form S-3 (File No. 333-286204)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No. 333-286204) (the “Registration Statement”), of Welltower Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement dated April 29, 2026 (the “Prospectus Supplement”) to the prospectus dated March 28, 2025, relating to the registration and resale by the selling stockholder identified in the Prospectus Supplement (the “Selling Stockholder”) of up to 138,740 of shares of common stock, $1.00 par value per share, of the Company (the “Shares”) that will be issued upon the exchange of certain exchangeable securities (the “Exchangeable Securities”) issued to the Selling Stockholder as consideration for the acquisition of certain properties by the Company.
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, specimen common stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
We have assumed without independent investigation that (i) all corporate or other action required to be taken by the Company to duly authorize the issuance of Shares and any related documentation shall have been duly completed and shall remain in full force and effect and (ii) upon issuance of the Shares, the total number of shares of the Company’s common stock or preferred stock issued and outstanding will not exceed the total number of shares of common stock or preferred stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents.
Gibson, Dunn & Crutcher LLP
200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com
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Based upon the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued in exchange for the Exchangeable Securities, will be validly issued, fully paid and non-assessable.
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A. The effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.
B. We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (“DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions herein. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 5.2
April 29, 2026
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
| Re: | Welltower Inc. |
176,172 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Welltower Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Prospectus Supplement dated April 29, 2026 (the “Prospectus Supplement”) to the prospectus dated March 28, 2025, included in the Company’s Registration Statement on Form S-3 (File No. 333-286204) (the “Registration Statement”), filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration and possible issuance of up to 176,172 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the “Units”) of Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), tender such Units for redemption by Welltower OP, and the Company elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing the Shares to the holders instead of or in addition to paying a cash amount in accordance with the terms of the Limited Liability Company Agreement of Welltower OP, dated May 24, 2022 (as amended from time to time, the “LLC Agreement”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of forms of the LLC Agreement, specimen common stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
We have assumed without independent investigation that:
(i) at the time any Shares are issued pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
Gibson, Dunn & Crutcher LLP
200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com
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| Welltower Inc. | April 29, 2026 Page 2 | |
(ii) all Shares will be issued and exchanged in the manner stated in the Registration Statement and the Prospectus Supplement;
(iii) at the Relevant Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Shares and any related documentation shall have been duly completed and shall remain in full force and effect; and
(iv) upon issuance of any Shares, the total number of shares of the Company’s common stock or preferred stock issued and outstanding will not exceed the total number of shares of common stock or preferred stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents.
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly reserved and authorized for issuance, and if, as and when issued in exchange for the Units as provided in the LLC Agreement, will be validly issued, fully paid and non-assessable.
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (“DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions herein. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B. We express no opinion regarding the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or any other federal or state securities laws or regulations.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Exhibit 8.1
April 29, 2026
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
Ladies and Gentlemen:
We have acted as special tax counsel to Welltower Inc., a Delaware corporation (the “Company”), in connection with the prospectus supplement dated April 29, 2026 to the prospectus dated March 28, 2025 (collectively, the “Prospectus”) included in the Company’s Registration Statement on Form S-3 (File No. 333-286204) (the “Registration Statement”), filed by the Company on March 28, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration and resale by the selling stockholder identified in the Prospectus of up to 138,740 shares of common stock, par value $1.00 per share, of the Company. You have requested our opinion regarding certain U.S. federal income tax matters. Certain capitalized terms used herein without definition are as defined in the Registration Statement.
Prior to a reorganization (the “Reorganization”) on April 1, 2022, whereby a newly formed subsidiary of the Company (“Merger Sub”) merged with and into a company formerly known as Welltower Inc. (the “Predecessor”) and the Predecessor became a wholly owned subsidiary of the Company in a transaction intending to qualify as a reorganization under section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”), the Predecessor was known as Welltower Inc., a Delaware corporation, and the Company was known as WELL Merger Holdco Inc., a Delaware corporation. In connection with the Reorganization, the Predecessor changed its name to Welltower OP Inc., the Company changed its name to Welltower Inc. and the Predecessor became a qualified REIT subsidiary of the Company. On May 25, 2022, the Predecessor was converted into a Delaware limited liability company known as Welltower OP LLC (“Welltower OP”), and became classified as a disregarded entity for U.S. federal income tax purposes. In giving this opinion, we have examined and relied upon originals or copies of the following documents (the “Reviewed Documents”):
| • | the Amended and Restated Certificate of Incorporation of the Company and the Second Restated Certificate of Incorporation of the Predecessor; |
| • | the Amended and Restated By-Laws of the Company and the Seventh Amended and Restated By-Laws of the Predecessor; |
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| • | the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”); |
| • | that certain Agreement and Plan of Merger, entered into as of April 1, 2022, by and among the Company, the Predecessor and Merger Sub; |
| • | the Registration Statement and the Prospectus; |
| • | a certificate (an “Officer’s Certificate”) from the Company, dated on or about the date hereof and executed by a duly appointed officer, setting forth certain factual representations relating to the organization, operations and proposed operations of the Company, the Predecessor and its subsidiaries; |
| • | the Company’s 2024 U.S. federal income tax return; |
| • | Limited Liability Company Agreement of Welltower OP, dated May 24, 2022, as amended, Amendment No. 1 thereto, dated June 1, 2022, Amendment No. 2 thereto, dated June 4, 2025 and Amendment No. 3 thereto, dated December 31, 2025; and |
| • | such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
In connection with the opinions rendered below, we have assumed with your consent that:
| 1. | each of the Reviewed Documents has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended since our receipt of such documents; |
| 2. | all of the factual representations set forth in the Reviewed Documents are true, correct and complete as of the date hereof, and any representation or statement made as a belief, intention or “to the knowledge of” or similarly qualified is correct and accurate, without such qualification; |
| 3. | each agreement described in the Reviewed Documents is valid, binding and enforceable in accordance with its terms; |
| 4. | each of the obligations of the Company, the Predecessor and their subsidiaries described in the Reviewed Documents has been or will be performed or satisfied in accordance with its terms without regard to any qualification as to level of effort in satisfying such obligations; |
| 5. | each of the Company, the Predecessor and their subsidiaries have operated and will operate in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations and compliance of the Company with the real estate investment trust (“REIT”) provisions of the Code and the Treasury Regulations (the “Regulations”) thereunder, as in effect as of the date hereof, contained in the Officer’s Certificate to be true; |
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| 6. | the Company will not make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856 through 860 of the Code for any taxable year; and |
| 7. | no action will be taken by the Company, the Predecessor or their subsidiaries after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based. |
In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officer’s Certificate. We have relied completely upon the Company’s representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service (the “IRS”) or other relevant authority, we have explained such terms to the Company’s representatives and are satisfied that the Company’s representatives understand such terms and are capable of making such factual representations.
Based on the Code, Regulations, documents, assumptions, qualifications and statements set forth above and the factual representations set forth in the Officer’s Certificate and our review of the discussion in the Annual Report under the caption “Taxation,” we are of the opinion that:
| a) | the Predecessor had been organized and had operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2011 through December 31, 2021; |
| b) | the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2022 through December 31, 2025; |
| c) | the Company’s organization and current and proposed method of operations, if continued, will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for each of its taxable years ending after December 31, 2025; and |
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| d) | to the extent that the statements in the Annual Report under the caption “Taxation” purport to describe specific provisions of the Code or the rules and regulations thereunder, such statements present in all material respects an accurate summary of such provisions. |
We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above or the factual representations set forth in the Officer’s Certificate.
The Company’s qualification and taxation as a REIT under the Code depends upon the ability of the Company to meet on an ongoing basis (through actual quarterly and annual operating results, distribution levels, diversity of stock ownership and otherwise) the various qualification tests imposed under the Code and upon the Company utilizing any and all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7) and 856(g) of the Code, the provision of Section 856(c)(4) of the Code (flush language) allowing for the disposal of assets within 30 days after the close of a calendar quarter and all available deficiency dividend procedures) available to the Company under the Code to correct violations of specified REIT qualification requirements of Sections 856 and 857 of the Code. Our opinion set forth above does not foreclose the possibility that the Company may have to utilize one or more of the “savings provisions” in the future, which could require the Company to pay an excise or penalty tax (which could be significant in amount) in order to maintain its REIT qualification.
We have not undertaken to review the Company’s compliance with these requirements on a continuing basis, nor will we do so in the future. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change, possibly with retroactive effect, in a way that will prevent the Company from qualifying as a REIT. Any change occurring after the date hereof in, or a variation from, any of the foregoing bases for our opinions could affect the conclusions expressed herein. The foregoing opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction or of a contrary position taken by the IRS or the Treasury Department in Regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion is not binding on the IRS or the courts and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes.
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We undertake no obligation to update the opinions expressed herein after the date of this letter. This letter has been prepared solely for your use in connection with the filing of the Prospectus and speaks only as of this date.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about the date hereof. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| Very truly yours, |
| /s/ Gibson, Dunn & Crutcher LLP |
| GIBSON, DUNN & CRUTCHER LLP |
Exhibit 8.2
April 29, 2026
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
Ladies and Gentlemen:
We have acted as special tax counsel to Welltower Inc., a Delaware corporation (the “Company”), in connection with the prospectus supplement dated April 29, 2026 to the prospectus dated March 28, 2025 (collectively, the “Prospectus”) included in the Company’s Registration Statement on Form S-3 (File No. 333-286204) (the “Registration Statement”), filed by the Company on March 28, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration and potential issuance of up to 176,172 shares of common stock, par value $1.00 per share, of the Company (the “Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A Units (the “Units”) of Welltower OP LLC (as defined below) tender such Units for redemption by Welltower OP, and the Company elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing the Shares to the holders instead of or in addition to paying a cash amount in accordance with the terms of the Limited Liability Company Agreement of Welltower OP, dated May 24, 2022, as amended, Amendment No. 1 thereto, dated June 1, 2022, Amendment No. 2 thereto, dated June 4, 2025 and Amendment No. 3 thereto, dated December 31, 2025 (such Amendment No. 1, Amendment No. 2 and Amendment No. 3 together with such Limited Liability Company Agreement of Welltower OP, the “LLCA”). You have requested our opinion regarding certain U.S. federal income tax matters. Certain capitalized terms used herein without definition are as defined in the Registration Statement.
Prior to a reorganization (the “Reorganization”) on April 1, 2022, whereby a newly formed subsidiary of the Company (“Merger Sub”) merged with and into a company formerly known as Welltower Inc. (the “Predecessor”) and the Predecessor became a wholly owned subsidiary of the Company in a transaction intending to qualify as a reorganization under section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”), the Predecessor was known as Welltower Inc., a Delaware corporation, and the Company was known as WELL Merger Holdco Inc., a Delaware corporation. In connection with the Reorganization, the Predecessor changed its name to Welltower OP Inc., the Company changed its name to Welltower Inc. and the Predecessor became a qualified REIT subsidiary of the Company. On May 25, 2022, the Predecessor was converted into a Delaware limited liability company known as Welltower OP LLC (“Welltower OP”), and became classified as a disregarded entity for U.S. federal income tax purposes. In giving this opinion, we have examined and relied upon originals or copies of the following documents (the “Reviewed Documents”):
| • | the Amended and Restated Certificate of Incorporation of the Company and the Second Restated Certificate of Incorporation of the Predecessor; |
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| • | the Amended and Restated By-Laws of the Company and the Seventh Amended and Restated By-Laws of the Predecessor; |
| • | the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”); |
| • | that certain Agreement and Plan of Merger, entered into as of April 1, 2022, by and among the Company, the Predecessor and Merger Sub; |
| • | the Registration Statement and the Prospectus; |
| • | a certificate (an “Officer’s Certificate”) from the Company, dated on or about the date hereof and executed by a duly appointed officer, setting forth certain factual representations relating to the organization, operations and proposed operations of the Company, the Predecessor and its subsidiaries; |
| • | the Company’s 2024 U.S. federal income tax return; |
| • | the LLCA; and |
| • | such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
In connection with the opinions rendered below, we have assumed with your consent that:
| 1. | each of the Reviewed Documents has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended since our receipt of such documents; |
| 2. | all of the factual representations set forth in the Reviewed Documents are true, correct and complete as of the date hereof, and any representation or statement made as a belief, intention or “to the knowledge of” or similarly qualified is correct and accurate, without such qualification; |
| 3. | each agreement described in the Reviewed Documents is valid, binding and enforceable in accordance with its terms; |
| 4. | each of the obligations of the Company, the Predecessor and their subsidiaries described in the Reviewed Documents has been or will be performed or satisfied in accordance with its terms without regard to any qualification as to level of effort in satisfying such obligations; |
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| 5. | each of the Company, the Predecessor and their subsidiaries have operated and will operate in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations and compliance of the Company with the real estate investment trust (“REIT”) provisions of the Code and the Treasury Regulations (the “Regulations”) thereunder, as in effect as of the date hereof, contained in the Officer’s Certificate to be true; |
| 6. | the Company will not make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856 through 860 of the Code for any taxable year; and |
| 7. | no action will be taken by the Company, the Predecessor or their subsidiaries after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based. |
In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officer’s Certificate. We have relied completely upon the Company’s representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service (the “IRS”) or other relevant authority, we have explained such terms to the Company’s representatives and are satisfied that the Company’s representatives understand such terms and are capable of making such factual representations.
Based on the Code, Regulations, documents, assumptions, qualifications and statements set forth above and the factual representations set forth in the Officer’s Certificate and our review of the discussion in the Annual Report under the caption “Taxation” and in the Prospectus under the caption “U.S. Federal Income Tax Considerations of a Redemption of Class A Units,” we are of the opinion that:
| a) | the Predecessor had been organized and had operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2011 through December 31, 2021; |
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| b) | the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2022 through December 31, 2025; |
| c) | the Company’s organization and current and proposed method of operations, if continued, will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for each of its taxable years ending after December 31, 2025; and |
| d) | to the extent that the statements in the Annual Report under the caption “Taxation” and in the Prospectus under the caption “U.S. Federal Income Tax Considerations of a Redemption of Class A Units” purport to describe specific provisions of the Code or the rules and regulations thereunder, such statements present in all material respects an accurate summary of such provisions. |
We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above or the factual representations set forth in the Officer’s Certificate.
The Company’s qualification and taxation as a REIT under the Code depends upon the ability of the Company to meet on an ongoing basis (through actual quarterly and annual operating results, distribution levels, diversity of stock ownership and otherwise) the various qualification tests imposed under the Code and upon the Company utilizing any and all appropriate “savings provisions” (including the provisions of Sections 856(c)(6), 856(c)(7) and 856(g) of the Code, the provision of Section 856(c)(4) of the Code (flush language) allowing for the disposal of assets within 30 days after the close of a calendar quarter and all available deficiency dividend procedures) available to the Company under the Code to correct violations of specified REIT qualification requirements of Sections 856 and 857 of the Code. Our opinion set forth above does not foreclose the possibility that the Company may have to utilize one or more of the “savings provisions” in the future, which could require the Company to pay an excise or penalty tax (which could be significant in amount) in order to maintain its REIT qualification.
We have not undertaken to review the Company’s compliance with these requirements on a continuing basis, nor will we do so in the future. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change, possibly with retroactive effect, in a way that will prevent the Company from qualifying as a REIT. Any change occurring after the date hereof in, or a variation from, any of the foregoing bases for our opinions could affect the conclusions expressed herein. The foregoing opinions do not foreclose the
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| Welltower Inc. | April 29, 2026 Page 5 | |||
possibility of a contrary determination by the IRS or a court of competent jurisdiction or of a contrary position taken by the IRS or the Treasury Department in Regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion is not binding on the IRS or the courts and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes.
We undertake no obligation to update the opinions expressed herein after the date of this letter. This letter has been prepared solely for your use in connection with the filing of the Prospectus and speaks only as of this date.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about the date hereof. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP