Exhibit 5.1
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| | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
August 16, 2024
Board of Directors
National Health Investors, Inc.
222 Robert Rose Drive
Murfreesboro, TN 37129
To the addressees referred to above:
We are acting as counsel to National Health Investors, Inc., a Maryland corporation (the “Company”), in connection with the offering and sale by the Company of 2,760,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (including 360,000 shares of Common Stock in connection with the underwriters’ option to purchase additional shares, which option was exercised in full) (the “Shares”), of the Company pursuant to (i) the terms of the Underwriting Agreement dated August 14, 2024 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and BMO Capital Markets Corp., as representatives of the several underwriters listed therein and as forward sellers, and Bank of America, N.A., JPMorgan Chase Bank, National Association, Wells Fargo Bank, National Association and Bank of Montreal (in such capacities, collectively, the “Forward Purchasers”) and (ii) the letter agreements, each dated August 14, 2024 (the “Forward Sale Agreements”), by and among the Company and each of the Forward Purchasers. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated August 15, 2024 and the accompanying base prospectus dated March 15, 2023 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-270557) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs and conformed copies provided through the EDGAR System of the U.S. Securities and Exchange Commission). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s charter, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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