Item 8.01 Other Events.

On December 10, 2012, HCP, Inc., a Maryland corporation (the "Company"), filed with the Securities and Exchange Commission a prospectus supplement (the "Prospectus Supplement") to the prospectus dated July 24, 2012 included in the Company's automatic shelf registration statement on Form S-3ASR (No. 333-182824). The Prospectus Supplement relates to the resale by the selling stockholder named therein of up to 194,374 shares of the Company's common stock that may be issuable to such stockholder upon exchange of 194,374 non-managing member units of HCP DR Alabama, LLC pursuant to redemption rights set forth in that certain Amended and Restated Limited Liability Company Agreement of HCP DR Alabama, LLC, dated as of March 15, 2006, as amended. The Company will not receive any proceeds from the sale of its common stock by such selling stockholder.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Ballard Spahr LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith: No. Description 5.1 Opinion of Ballard Spahr LLP. 23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1 hereto).

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