As filed with the Securities and Exchange
Commission on June 9, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIVE STAR SENIOR LIVING INC.
(Exact name of registrant as specified in
its charter)
|
Maryland
|
|
04-3516029
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
400
Centre Street
Newton, Massachusetts 02458
(617) 796-8387
(Address of principal executive offices) (zip code)
Five Star Senior Living Inc.
Amended and Restated 2014 Equity Compensation
Plan, as amended
(Full title of the plan)
Jeffrey C. Leer
Executive Vice President, Chief Financial
Officer and Treasurer
Five
Star Senior Living Inc.
400 Centre Street
Newton, Massachusetts 02458
(Name and address of agent for service)
(617) 796-8387
(Telephone number, including area code,
of agent for service)
Copy to:
Faiz Ahmad Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
920 N. King Street
Wilmington, DE 19801
(302) 651-3000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o
|
Accelerated filer o
|
|
Non-accelerated filer x
|
Smaller reporting company x
|
|
|
Emerging growth company o
|
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount to be
Registered(1)
|
|
Proposed
Maximum
Offering Price
per Share(3)
|
|
Proposed
Maximum
Aggregate
Offering
Price(3)
|
|
Amount of
Registration
Fee(4)
|
|
|
Shares of common stock, $.01 par value per share
|
|
2,400,000 (2)
|
|
$ 4.18
|
|
$ 10,032,000
|
|
$ 1,302.15
|
|
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of
1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”)
shall also cover, in addition to the number of shares of common stock stated above, an indeterminate number of additional shares
of common stock, $.01 par value per share (“Common Shares”), of Five Star Senior Living Inc. (the “Registrant”),
that may become issuable under the Five Star Senior Living Inc. Amended and Restated 2014 Equity Compensation Plan, as amended
(the “Plan”), by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization
or any other similar transaction effected which results in an increase in the number of the Registrant’s outstanding Common
Shares.
|
|
|
(2)
|
Represents solely the additional 2,400,000 Common Shares
newly available for grant under the Plan.
|
|
|
(3)
|
This amount is estimated in accordance with paragraphs
(c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based
upon the average of the high and low sales prices per Common Share as reported on The Nasdaq Stock Market LLC on June 5,
2020.
|
|
|
(4)
|
The registration fee has been calculated pursuant to
Section 6(b) of the Securities Act by multiplying .0001298 by the proposed maximum aggregate offering price (as computed
in accordance with Rule 457 under the Securities Act solely for the purpose of determining the registration fee of the securities
registered hereby).
|
EXPLANATORY NOTE
At the 2020 Annual Meeting of Stockholders
of the Registrant held on June 9, 2020, the Registrant's stockholders approved the Plan to increase by 2,400,000 the total number
of Common Shares available for grant under the Plan to 2,907,259 Common Shares.
This Registration Statement is intended
to register the additional 2,400,000 Common Shares available for grant under the Plan, as such number may be adjusted under the
Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1) (§230.428(b)(1)). Such documents need not be filed
with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule
424 (§230.424). These documents and the documents incorporated by reference in the registration statement pursuant to Item
3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act. See Rule 428(a)(1) (§230.428(a)(1)).
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 filed with the Securities and Exchange Commission (the "Commission"):
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in 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 statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Maryland law permits a Maryland
corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its
stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in
money, property or services for the amount of the benefit or profit in money, property or services actually received or (2) active
and deliberate dishonesty by the director or officer that was established by a final judgment or other final adjudication as being
material to the cause of action adjudicated. The Registrant's charter contains a provision which eliminates the liability of its
Directors and officers to the maximum extent permitted by the Maryland General Corporation Law (the "MGCL").
The
MGCL 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 are threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation
is not permitted to provide this type of indemnification if the following is established:
• the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of
active and deliberate dishonesty;
• the director or officer actually received
an improper personal benefit in money, property or services; or
• in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful.
Under
Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which
the director or officer was adjudged liable to the corporation or in a suit in which the director or officer, whether or not involving
action in their official capacity, was adjudged liable on the basis that a personal benefit was improperly received. A court may
order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even
though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal
benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right,
or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. The MGCL permits
reasonable expenses incurred by a director or officer who is a party to a proceeding to be paid or reimbursed by the corporation
in advance of the final disposition of the proceeding upon receipt by the corporation of the following:
• 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 by the corporation;
and
• 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 this standard
of conduct was not met.
The
MGCL requires a corporation (unless its charter provides otherwise, which the Registrant's charter does not) to indemnify a director
or officer who has been successful 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.
The
Registrant's charter also authorizes the Registrant, to the maximum extent permitted by Maryland law, to indemnify
(1) any present or former director or officer of the Registrant or (2) any individual who, while a director of the
Registrant and at the Registrant's request, serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise
from and against any claim or liability to which such person may become subject or which such person may incur by reason of
his or her status as a present or former director or officer of the Registrant and pay or reimburse such person's reasonable
expenses in advance of final disposition of a proceeding.
The
Registrant has also entered into indemnification agreements with its directors and certain of its officers providing for procedures
for indemnification by the Registrant to the maximum extent permitted by Maryland law and advancements by the Registrant of certain
expenses and costs relating to claims, suits or proceedings arising from their service to the Registrant. The Registrant also maintains
directors' and officers' liability insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
* Filed herewith
|
|
(1)
|
Incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
|
|
|
(2)
|
Incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
|
|
|
(3)
|
Incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2016.
|
|
|
(4)
|
Incorporated by reference to Annex A to the Registrant's
definitive Proxy Statement for the Registrant's 2020 Annual Meeting of Stockholders filed with the Commission on April 15, 2020.
|
Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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 Newton, Commonwealth of Massachusetts, on June 9, 2020.
|
|
FIVE STAR SENIOR LIVING INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey C. Leer
|
|
|
|
Jeffrey C. Leer
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Financial Officer and Treasurer
|
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Katherine E. Potter and Jeffrey C. Leer, and each of
them, his or her true and lawful attorneys in fact and agents, 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, including post-effective amendments,
to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and conforming all that said attorneys in fact and agents, and each of them,
or their respective substitutes, and each of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Katherine E. Potter
|
|
|
|
|
|
Katherine E. Potter, Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
Date
|
June 9, 2020
|
|
by:
|
/s/ Jeffrey C. Leer
|
|
|
|
|
|
Jeffrey C. Leer, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Ellen E. Snow
|
|
|
|
|
|
Ellen E. Snow, Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Jennifer B. Clark
|
|
|
|
|
|
Jennifer B. Clark, Managing Director
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Donna D. Fraiche
|
|
|
|
|
|
Donna D. Fraiche, Independent Director
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Bruce M. Gans
|
|
|
|
|
|
Bruce M. Gans, Independent Director
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Barbara D. Gilmore
|
|
|
|
|
|
Barbara D. Gilmore, Independent Director
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Gerard M. Martin
|
|
|
|
|
|
Gerard M. Martin, Independent Director
|
|
|
|
|
|
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Adam D. Portnoy
|
|
|
|
|
|
Adam D. Portnoy, Managing Director
|
|
Date:
|
June 9, 2020
|
|
by:
|
/s/ Michael E. Wagner
|
|
|
|
|
|
Michael E. Wagner, Independent Director
|
EXHIBIT INDEX
Five Star Senior Living Inc.
Exhibit 5.1
|
lawyers@saul.com
www.saul.com
Our File: 366438.00007
|
June 9, 2020
Five Star Senior Living Inc.
400 Centre Street
Newton, Massachusetts 02458
|
|
Re:
|
Registration Statement on Form S-8
|
Amended and Restated 2014 Equity
Compensation Plan, as amended
Ladies and Gentlemen:
We have acted as Maryland counsel to Five
Star Senior Living Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland
law arising out of the registration by the Company, pursuant to a registration statement on Form S-8 (the “Registration
Statement”) filed under the Securities Act of 1933, as amended (the “Act”), of 2,400,000 shares of
the Company’s common stock, par value $.01 per share (the “Shares”), that may be issued under the Company’s
Amended and Restated 2014 Equity Compensation Plan, as amended (the “Plan”).
As a basis for our opinions, we have examined
the following documents (collectively, the “Transaction Documents”):
(i) the Registration Statement to be filed on or about the date hereof by the Company with the U.S. Securities and Exchange
Commission (the “Commission”) under the Act; and
(ii) the
Plan.
Also, as a basis for these opinions, we have
examined the originals or certified copies of the following:
(iii)
a certified copy of the Articles of Amendment and Restatement of the Company filed with the Maryland State Department of
Assessments and Taxation (“SDAT”) on December 5, 2001 (the “Articles of Amendment and Restatement”);
(iv) a
certified copy of the Articles Supplementary reclassifying the Company’s 100,000 unissued shares of Preferred Stock,
par value $.01, to 100,000 shares of Junior Participating Preferred Stock, par value $.01, filed with the SDAT on March 15,
2004 (the “2004 Articles Supplementary”);
|
500 E. Pratt Street u
Suite 900 u Baltimore, MD 21202-3133
Phone: (410) 332-8600 u
Fax: (410) 332-8862
|
|
DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MINNESOTA NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC
|
|
A DELAWARE LIMITED LIABILITY PARTNERSHIP
|
Five Star Senior Living Inc.
S-8 Opinion
June 9, 2020
Page 2
(v)
a certified copy of the Certificate of Correction correcting certain provisions of the 2004 Articles Supplementary (the
“Certificate of Correction”);
(vi)
a certified copy of the Articles of Amendment authorizing 21,000,000 shares of stock, par value $.01, filed with the SDAT
on November 9, 2004 (the “2004 Articles of Amendment”);
(vii)
a certified copy of the Articles of Amendment authorizing 31,000,000 shares of stock, par value $.01, filed with the SDAT
on August 23, 2005 (the “2005 Articles of Amendment”);
(viii)
a certified copy of the Articles of Amendment authorizing 51,000,000 shares of stock, par value $.01, filed with the SDAT
on March 28, 2006 (the “2006 Articles of Amendment”);
(ix)
a certified copy of the Articles of Amendment authorizing 76,000,000 shares of stock, par value $.01, filed with the SDAT
on June 10, 2011 (the “2011 Articles of Amendment”);
(x)
a certified copy of the Article Supplementary reclassifying 100,000 unissued shares of the Company’s Junior Participating
Preferred Stock, par value $.01, into shares of preferred stock, par value $.01, filed with the SDAT on April 14, 2014 (the “2014
Articles Supplementary”);
(xi)
a certified copy of the Articles of Amendment changing the name of the Company from “Five Star Quality Care Inc.”
to “Five Star Senior Living Inc.,” filed with the SDAT on March 2, 2017 (the “Name Change Amendment”);
(xii)
a certified copy of the Articles of Amendment regarding a reverse stock split that changed the par value of the common stock
of the Company from $.01 per share to $.10 per share filed with the SDAT on September 30, 2019 and effective at 4:01 p.m. on September 30, 2019
(the “Reverse Stock Split Amendment”);
(xiii)
a certified copy of the Articles of Amendment authorizing the change in par value of the issued and outstanding common stock
of the Company from $.10 per share to $.01 per share filed with the SDAT on September 30, 2019 and effective at 4:15 p.m. on September
30, 2019 (the “Par Value Amendment,” together with the Articles of Amendment and Restatement, the 2004 Articles
Supplementary, the Certificate of Correction, the 2004 Articles of Amendment, the 2005 Articles of Amendment, the 2006 Articles
of Amendment, the 2011 Articles of Amendment, the 2014 Articles Supplementary, the Name Change Amendment and the Reverse Stock
Split Amendment, the “Charter”);
Five Star Senior Living Inc.
S-8 Opinion
June 9, 2020
Page 3
(xiv)
a certified copy of the Amended and Restated Bylaws of the Company
dated March 3, 2017 (the “Bylaws”);
(xv)
a copy of the resolutions adopted by the Board of Directors of the Company on April 14, 2020 relating to, among other matters,
the approval of the Plan (the “Plan Approval Resolutions”);
(xvi)
a copy of the resolutions adopted by the Board of Directors of the Company on April 14, 2020 relating to, among other matters,
the authorization to file the Registration Statement and the issuance of the Shares under the Plan (together with the Plan Approval
Resolutions, the “Board Resolutions”);
(xvii)
a certificate of status for the Company issued by the SDAT dated June 8, 2020;
(xviii) a certificate of the Secretary
of the Company as to the authenticity of the Charter, Bylaws, the Board Resolutions, the approval of the Plan by the Stockholders
of the Company at the 2020 annual meeting of the Stockholders of the Company on June 9, 2020, the incumbency of the officers of
the Company and other matters that we have deemed necessary and appropriate;
(xix)
the definitive proxy statement of the Company filed with the Commission on April 15, 2020; and
(xx)
such other documents and matters as we have deemed necessary and appropriate to express the opinions set forth in this letter,
subject to the limitations, assumptions and qualifications noted below.
In reaching the opinions set forth below,
we have assumed:
(a)
that all signatures on the Transaction Documents and any other documents submitted to us for examination are genuine;
(b)
the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to
us as certified or photographic copies, and the accuracy and completeness of all documents;
(c)
the legal capacity of all natural persons executing any documents, whether on behalf of themselves or other persons;
(d)
that 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 the Transaction Documents as executed and delivered; that all representations, warranties,
statements and information contained in the Transaction Documents are accurate and complete; that there will be no changes in applicable
law between the date of this opinion and any date of issuance or delivery of the Shares;
Five Star Senior Living Inc.
S-8 Opinion
June 9, 2020
Page 4
(e)
that at the time of delivery of the Shares, the authorization of the issuance of the Shares will not have been modified
or rescinded and all contemplated additional actions shall have been taken in accordance with the Board Resolutions and the Plan;
(f)
that the issuance, execution and delivery of the Shares, and the compliance by the Company with the terms of the Shares,
will not violate any then-applicable law or result in a default under, breach of, or violation of any provision of any instrument
or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over
the Company;
(g)
that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any
offering of the Shares of the Company as contemplated by the Registration Statement is not less than the par value per share; and
(h)
that the aggregate number of shares of capital stock of the Company which would be outstanding after the issuance or reservation
for issuance of the Shares, and any other contemporaneously issued or reserved shares of common stock or preferred stock, together
with the number of shares of common stock and preferred stock previously issued and outstanding and the number of shares of common
stock and preferred stock previously reserved for issuance by the Company upon the conversion or exchange of other securities issued
by the Company, does not and will not exceed the aggregate number of the then authorized shares of capital stock of the Company
or of the then authorized shares of stock within the applicable class or series of shares of the Company’s common stock or
preferred stock.
As to various questions of fact material to
our opinions, we have relied upon a certificate and representations of the Secretary of the Company, and have assumed that the
Secretary’s certificate and representations continue to remain true and complete as of the date of this letter. We have not
examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions,
except as specifically set forth in this letter.
Based on our review of the foregoing and subject
to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, that:
1.
The Company is a corporation duly formed, existing and in good standing under the laws of the State of Maryland.
2.
The issuance of the Shares is duly authorized and, when and if the Shares are issued and delivered in the manner and for
the consideration contemplated by the Plan, the Shares will be validly issued, fully paid and non-assessable.
In addition to the qualifications set forth
above, the opinions set forth in this letter are also subject to the following qualifications:
Five Star Senior Living Inc.
S-8 Opinion
June 9, 2020
Page 5
(i)
We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland. We express no opinion
as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.
(ii) We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we
become aware of any facts that might alter the opinions expressed in this letter after the date of this letter.
(iii) We express no opinion with respect to any documents defined or referred to in the Transaction Documents, other than the
Transaction Documents themselves.
(iv)
We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Transaction
Documents.
The opinions expressed in this letter are
solely for your benefit and are furnished only with respect to the transactions contemplated by the Transaction Documents. Accordingly,
these opinions may not be relied upon by or quoted to any other person or entity without, in each instance, our prior written consent.
The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied
or inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the use of the name of our firm therein. 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/ SAUL EWING ARNSTEIN & LEHR LLP
|
|
|
|
|
|
SAUL EWING ARNSTEIN & LEHR LLP
|