Community Healthcare Trust Inc (Form: S-8, Received: 12/07/2016 16:29:29)

As filed with the Securities and Exchange Commission on December 7, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

COMMUNITY HEALTHCARE TRUST INCORPORATED

(Exact name of registrant as specified in its charter)

Maryland		46-5212033
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3326 Aspen Grove Drive, Suite 150 Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

2014 Incentive Plan, as amended

(Full Title of Plan)

Timothy G. Wallace

Community Healthcare Trust Incorporated

3326 Aspen Grove Drive, Suite 150

Franklin, Tennessee 37067

(Name and address of agent for service)

(615) 771-3052

(Telephone number, including area code, of agent for service)

With a copy to:

Tonya Mitchem Grindon

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Baker Donelson Center

Suite 800

211 Commerce Street

Nashville, Tennessee 37201

(615) 726-5600

(615) 744-5607 (fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.01 par value per share, reserved for issuance pursuant to the 2014 Incentive Plan, as amended, and the Amended and Restated Alignment of Interest Program	500,000	$	21.75	(2)	$	10,875,000	$	1,260.42

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional securities as may be issuable under the 2014 Incentive Plan, as amended, and Amended and Restated Alignment of Interest Program by reason of any stock splits, stock dividends, recapitalizations or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act based on the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on December 5, 2016.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 500,000 shares of common stock, par value $0.01 per share (“Common Stock”) of Community Healthcare Trust, Inc., a Maryland corporation (the “Registrant”), issuable pursuant to the Amended and Restated Alignment of Interest Program (the “Restated Alignment Program”) under the 2014 Incentive Plan, as amended (the “2014 Plan”). These additional shares of Common Stock are securities of the same class as the other securities for which an original registration statement on Form S-8 (File No. 333- 206286) was filed with the Securities and Exchange Commission on August 10, 2015 (the “Prior Registration Statement”). The additional shares of Common Stock have been reserved for issuance as a result of amending and restating the original Alignment of Interest Program (the “Original Program”).

On November 1, 2016, the board of directors (the “Board”) of the Registrant approved the adoption of the Restated Alignment Program, which reflected amendments to the Original Program to reserve 500,000 shares of the Registrant’s Common Stock, to be issued under the Restated Alignment Program (the “Program Pool”) as Acquisition Shares (as defined below). Previously, shares of restricted common stock of the Registrant issued to employees under the Restated Alignment Program in exchange for such employee’s cash compensation (“Acquisition Shares”) were issued from the pool of shares created and reserved for issuance under Section 3.1 of the 2014 Plan (the “Plan Pool”). The Restated Alignment Program now specifies that Acquisition Shares be issued from the Program Pool going forward instead of from the Plan Pool.

The Registrant is filing this Registration Statement on Form S-8 to register an aggregate of 500,000 shares of Common Stock under the Restated Alignment Program and the 2014 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporated by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1) The contents of the earlier registration statements on Form S-8 relating to the 2014 Plan, previously filed with the Securities and Exchange Commission on August 10, 2015 (File No. 333- 206286).

(2) The description of the Registrant’s common stock contained in a registration statement on Form 8-A filed with the Securities and Exchange Commission May 19, 2015 (File No. 001-37401) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(3) The Registrant’s Annual Report on Form 10-K (File No. 001-37401) for the year ended December 31, 2015, which includes audited consolidated financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on February 26, 2016.

(4) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 from its definitive proxy statement on Schedule 14A (File No. 001-37401) for the 2016 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 4, 2016.

(5) The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-37401) for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 filed with the Securities and Exchange Commission on May 12, 2016, August 11, 2016 and November 10, 2016 respectively.

(6) The Registrant’s Current Reports on Form 8-K (File No. 001-37401) filed with the Securities and Exchange Commission, excluding the items furnished as exhibits to such reports, on January 21, 2016, February 25, 2016, February 29, 2016, April 12, 2016, May 12, 2016, May 18, 2016, July 12, 2016, August 11, 2016, September 13, 2016, October 13, 2016, November 4, 2016, and November 10, 2016.

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with Commission), and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision which eliminates our directors’ and officers’ liability to the maximum extent permitted by Maryland law.

Maryland law requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, member, manager, employee, or agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.

We have entered into indemnification agreements with each of our officers and directors whereby we agree to indemnify such officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an officer or director to a court of appropriate jurisdiction, such court may order us to indemnify such officer or director.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 8. Exhibits.

A list of exhibits filed with the registration statement or incorporated by reference is set forth in the Exhibit Index hereto and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on December 7, 2016.

	COMMUNITY HEALTHCARE TRUST
	INCORPORATED

	By:	/s/ Timothy G. Wallace
	Name:	Timothy G. Wallace
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Timothy G. Wallace his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this Registration Statement and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Timothy G. Wallace	Director and Chairman, Chief Executive Officer	December 7, 2016
Timothy G. Wallace	and President (Principal Executive Officer)

/s/ W. Page Barnes	Chief Financial Officer (Principal Financial Officer)	December 7, 2016
W. Page Barnes

/s/ Leigh Ann Stach	Vice President Financial Reporting and Chief	December 7, 2016
Leigh Ann Stach	Accounting Officer (Principal Accounting Officer)

/s/ Alan Gardner	Director	December 7, 2016
Alan Gardner

/s/ Robert Hensley	Director	December 7, 2016
Robert Hensley

/s/ Alfred Lumsdaine	Director	December 7, 2016
Alfred Lumsdaine

/s/ Lawrence Van Horn	Director	December 7, 2016
Lawrence Van Horn

EXHIBIT INDEX

Exhibit No.		Description

4.1		Corporate Charter of Community Healthcare Trust Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-203210) filed with the Commission on May 6, 2015).

4.2		Bylaws of Community Healthcare Trust Incorporated, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 (File No. 333-203210) filed with the Commission on April 2, 2015).

4.3		Community Healthcare Trust Incorporated 2014 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-11 (File No. 333-203210) filed with the Commission on April 2, 2015).

4.4		Amendment No. 1 to Community Healthcare Trust Incorporated 2014 Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-203210) filed with the Commission on May 6, 2015).

4.5*		Community Healthcare Trust Incorporated Amended and Restated Alignment of Interest Program.

5.1*		Legal Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.

23.1*		Consent of Independent Registered Public Accounting Firm, BDO USA, LLP.

23.2*		Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included as part of Exhibit 5.1).

24.1*		Power of Attorney (included as part of the signature page hereto).

* Filed herewith

Exhibit 4.5

COMMUNITY HEALTHCARE TRUST
INCORPORATED

AMENDED AND RESTATED

ALIGNMENT OF INTEREST PROGRAM

1. Purpose. The Community Healthcare Trust Incorporated 2014 Incentive Plan (the “Plan”) was adopted to promote the interests of Community Healthcare Trust Incorporated (the “Company”) and its stockholders by

· strengthening the Company’s ability to attract, motivate, and retain those Eligible Persons upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend;

· offering such Eligible Persons additional incentives to put forth maximum efforts for the success of the business; and

· affording such Eligible Persons an opportunity to acquire a proprietary interest in the Company through stock ownership and other performance-based rights.

This Amended and Restated Alignment of Interest Program is being adopted in accordance with the Plan and is intended to further the purposes of the Plan by providing incentives to Eligible Persons to receive restricted stock with long-term vesting. The Committee believes that utilizing restricted stock with long-term vesting aligns the interests of Participants with those of the Company’s shareholders.

2. Definitions. Whenever capitalized terms are used herein, but not defined, they shall have the meanings attributed to such terms in the Plan.

3. Participation. The Participants in this Amended and Restated Alignment of Interest Program are the Eligible Persons who have been named by the Committee to participate in this program.

4. Awards. Each year, Participants may (i) elect to reduce Compensation that might be payable in cash the subsequent year (the “Reduction Year”) by a percentage amount to be applied to the acquisition of restricted stock (“Acquisition Shares”) and (ii) receive an Award based upon a multiple of the Acquisition Shares determined by the restriction period selected by the Participant (the “Restriction Multiple”).

For the avoidance of doubt, Acquisition Shares are restricted shares of Common Stock subject to a substantial risk of forfeiture and are not Awards. Accordingly, Acquisition Shares issued hereunder shall not be subject to the percentage limitation set forth in Section 3.1 of the Plan; provided, that any Award issued to an Eligible Person due to the cliff vesting of Acquisition Shares shall be subject to such percentage limitation set forth in Section 3.1 of the Plan.

The minimum and maximum percentage of each Compensation type that a Participant may elect to be reduced and applied to Acquisition Shares shall be determined by the Committee. See Exhibit A for the current percentages.

The amount of Base Salary, cash bonus, retainer, fees or other compensation applied to the acquisition of Restricted Stock shall reduce the Base Salary, cash bonus, retainer, fees or other compensation of the Participant for the Reduction Year.

The “Determination Date” shall be January 15 of the year following the Participant’s effective election, or, if such date is not a trading day, then the trading day immediately preceding January 15. Notwithstanding the foregoing, the following two exceptions apply:

(i) for a Participant’s initial year of participation in the Program, the Determination Date shall be the date that is the fifteenth (15th) business day following the Participant’s effective election, and

(ii) if the dollar amount of any reduced compensation has not been determined by January 15, then the Determination Date shall be the fifteenth (15th) business day following the date on which the amount of such compensation (e.g., bonus) is fixed and determined.

Effective as of November 1, 2016, the Board hereby reserves an aggregate of 500,000 shares of Common Stock to be issued to Participants upon election to receive Acquisition Shares. The number of Acquisition Shares granted to a Participant shall be determined as follows:

(i) For elections made prior to the date the Company’s Initial Public Offering was completed, May 28, 2015, (“IPO Effective Date”), the number of Acquisition Shares shall be determined as of the IPO Effective Date by dividing the total of the Participant’s elected reduced Salary or retainer, fees for the remainder of such year by the price per share sold to the public by the underwriters of the Company’s Initial Public Offering; or

(ii), For all periods after the IPO Effective Date, the number of Acquisition Shares shall be determined as of the Determination Date by dividing the total of the Participant’s elected reduced Salary, cash bonus, retainer, fees or other compensation by the average closing price of the common stock for the 10 trading days immediately preceding the Determination Date.

The Restriction Multiple and restriction period shall be established by the Committee in its sole discretion. See Exhibit A for the current multiples. The Restriction Multiple shall be determined by Participant’s selection of a restriction period.

Each Participant must deliver written notice of Participant’s election to obtain an Award pursuant to this Section 4 to the Director of Human Resources of CHCT, or other person appointed by the Committee, prior to the end of the last business day before the beginning of the Reduction Year. The notice shall contain the percentage reduction and the restriction period selected by the Participant. Unless otherwise approved by the Director of Human Resources of CHCT, this election shall be irrevocable by the Participant.

The product of the Restriction Multiple multiplied by the Acquisition Shares, rounded to the nearest share, shall be the number of shares constituting an Award (the “Award Shares”) pursuant to this Section 4. See Exhibit B for illustrative examples of the calculations. Acquisition Shares and Award Shares determined pursuant to this Section 4 shall be delivered to each Participant as soon as administratively feasible, but generally prior to the record date for payment of the dividend declared in January of the Reduction Year. Each Participant must be an Eligible Person at the date of delivery of the Award to receive the Award Shares.

The Committee shall have the discretion to alter the administration of awards under this Amended and Restated Alignment of Interest Program at any time prior to the grant of any such award, in accordance with Section 4.3 of the Plan.

5. Termination of Employment. In the event of termination of a Participant’s employment, the disposition of any unvested Awards will be determined in accordance with such Participant’s written employment agreement and Award Agreement, if applicable. If a Participant is not employed pursuant to a written employment agreement and voluntarily terminates his or her employment, or is terminated for Cause (as such term is defined in the Plan), such Participant will forfeit any unvested Awards. If a Participant is not employed pursuant to a written employment agreement and such employment is terminated by the Company without Cause, or by reason of Participant’s death, disability or retirement (upon attainment of eligibility to retire in accordance with any applicable Company policy then in effect) all unvested Awards will continue to vest pursuant to the Restricted Stock Agreement such stock is subject to. The provisions of Section 7 of the Plan will govern in the event of a Change of Control and are not intended to be altered by this Section 5. Notwithstanding the

foregoing, for any Participant who is subject to Code Section 162(m) compensation restrictions, no unvested Awards which are intended to be performance-based compensation under Code Section 162(m) shall vest unless the performance goals have been satisfied on a pro rata basis by the termination date.

6. Amendments. The Committee may from time to time amend or modify this Amended and Restated Alignment of Interest Program, provided that no such action shall adversely affect Awards previously granted hereunder.

7. Survival. This Amended and Restated Alignment of Interest Program shall continue in effect as long as the Plan is in effect or until terminated by the Committee.

EXHIBIT A

Initial Percentages/Multiples Pursuant to

Amended and Restated

Alignment of Interest Program

Range of Elective Deferral Percentages

Compensation Type	Minimum		Maximum
Base Salary	0.00	%	100.00	%
Cash Bonus	0.00	%	100.00	%
Other Compensation	0.00	%	100.00	%

Employee Restriction Multiples

Compensation Type	3 Year Restriction		5 Year Restriction		8 Year Restriction
Base Salary	0.3	X	0.5	X	1.0	X
Cash Bonus	0.3	X	0.5	X	1.0	X
Other Compensation	0.3	X	0.5	X	1.0	X

Director Restriction Multiples

Compensation Type	1 Year Restriction		2 Year Restriction		3 Year Restriction
Retainer	0.2	X	0.4	X	0.6	X
Fees	0.2	X	0.4	X	0.6	X
Other Compensation	0.2	X	0.4	X	0.6	X

EXHIBIT B

Examples

Employee/Contractor Example

		Elected			Current				Elected		Alignment	Total
	Initial Cash	Deferral		Deferred	Year Cash	Share		Acquisition	Deferral	Restriction	of Interest	Restricted
	Amounts	Percent		Amount	Received	Price		Shares	Period	Multiple	Award	Shares
Base Salary	150,000	25	%	37,500	112,500	$	20.00	1,875	5 year	0.5	937.5	2,812.50
Cash Bonus	50,000	100	%	50,000	0	$	20.00	2,500	3 year	0.3	750.0	3,250.00
Other Compensation	50,000	50	%	25,000	25,000	$	20.00	1,250	8 year	1	1,250.0	2,500.00
Totals	250,000			112,500	137,500			5,625			2,937.5	8,562.50

Director Example

		Elected			Current				Elected		Alignment	Total
	Initial Cash	Deferral		Deferred	Year Cash	Share		Acquisition	Deferral	Restriction	of Interest	Restricted
	Amounts	Percent		Amount	Received	Price		Shares	Period	Multiple	Award	Shares
Annual Retainer	25,000	100	%	25,000	0	$	20.00	1,250	3 year	0.6	750.0	2,000.00
Meeting Fees	7,500	100	%	7,500	0	$	20.00	375	2 year	0.4	150.0	525.00
Other Compensation	10,000	0	%	0	10,000	$	20.00	0			0.0	0.00
Totals	42,500			32,500	10,000			1,625			900.0	2,525.00

Exhibit 5.1

	BAKER DONELSON CENTER, SUITE 800
	211 COMMERCE STREET
	NASHVILLE, TENNESSEE 37201

	MAILING ADDRESS:
	P.O. BOX 190613
TONYA MITCHEM GRINDON, SHAREHOLDER	NASHVILLE, TENNESSEE 37219
Direct Dial : 615.726.5607
Direct Fax : 615.744.5607	PHONE:	615.726.5600
E-Mail Address : tgrindon@bakerdonelson.com	FAX:	615.726.0464

	www.bakerdonelson.com

December 7, 2016

Community Healthcare Trust Incorporated

Suite 106, 354 Cool Springs Blvd.

Franklin, TN 37067

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Community Healthcare Trust Incorporated, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of up to 500,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, pursuant to the Community Healthcare Trust Incorporated 2014 Incentive Plan, as amended (the “Plan”), and the Community Healthcare Trust Incorporated Amended and Restated Alignment of Interest Program (the “Program”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The bylaws of the Company, certified as of the date hereof by an officer of the Company;

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

5. Resolutions adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company and resolutions adopted by the Board, both of which relate to, among other matters, the Plan, the Program and the issuance of the Shares (collectively, the “Resolutions”), certified as of the date hereof by an officer of the Company;

6. The Plan, certified as of the date hereof by an officer of the Company;

7. The Program, certified as of the date hereof by an officer of the Company;

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

9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

i. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

ii. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

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

iv. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

v. The Shares will not be issued in violation of any restriction or limitation contained in Article VI of the Charter or in the Plan.

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

vii. Each stock award, right or other security granted under the Plan and the Program pursuant to which Shares may be issued (each, an “Award”), will be duly authorized and validly granted in accordance with the Plan and the Program, and any such Shares will be so issued in accordance with the terms of the Plan and the Program and any applicable rights agreement or other award agreement entered into in connection with the grant of such Award (each, an “Award Agreement”).

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

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if delivered against payment therefore in accordance with the Registration Statement, the Resolutions and any other resolutions of the Board or the Compensation Committee relating thereto, the Plan, the Program and any applicable Award Agreement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. 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 1933 Act.

	Best regards,

	BAKER, DONELSON, BEARMAN,
	CALDWELL & BERKOWITZ, PC

	/s/ Tonya Mitchem Grindon

	Tonya Mitchem Grindon, Shareholder

TZG:psa

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Community Healthcare Trust Incorporated

Franklin, Tennessee

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated February 26, 2016, relating to the consolidated financial statements and schedules of Community Healthcare Trust Incorporated appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. We also consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of (a) our report dated March 24, 2016, relating to the Historical Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2015 of the Treasure Coast Medical Pavilion Property, (b) our report dated March 24, 2016, relating to the Historical Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2015 of the Rockside Medical Property, (c) our report dated April 19, 2016, relating to the Historical Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2015 of the Parkway Professional Plaza Property, and (d) our report dated September 13, 2016, relating to the Historical Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2015 of the Mercy Health Medical Office Building Property, each of which appears in the Current Report on Form 8-K filed by the Company with the SEC on September 13, 2016.

/s/ BDO USA, LLP

Nashville, Tennessee

December 7, 2016