8-K: Current report filing
Published on November 16, 2005
Exhibit
5.1
Powell
Goldstein LLP
One
Atlantic Center
Fourteenth
Floor
1201
West
Peachtree Street, NW
Atlanta,
GA 30309-3488
November
16, 2005
Omega
Healthcare Investors, Inc.
Suite
100
9690
Deereco Road
Timonium,
Maryland 21093
Re:
Registration Statement on Form S-3 (File No. 333-117655)
Ladies
and Gentlemen:
We
have
served as counsel to Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company"), in connection with the proposed issuance and sale
of up to 4,500,000 shares of common stock, $.10 par value per share (“Common
Stock”), of the Company and
up to
675,000 shares of Common Stock to cover over-allotments, if any, all of which
shares (the "Shares") are to
be
sold by the Company.
The
Shares are being offered in a public offering pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-117655) as filed with
the
Securities and Exchange Commission (the "Registration Statement") on July 26,
2004 and amended on August 25, 2004.
We
have
examined the Company's Charter and Bylaws. We have also examined an executed
copy of the Registration Statement. We have examined and relied on a certificate
of the Maryland State Department of Assessments and Taxation to the effect
that
the Company is duly incorporated and existing under the laws of the State of
Maryland, in good standing, and duly authorized to transact business in the
State of Maryland, and such other documents and records of corporate proceedings
as we have deemed necessary to our opinion expressed herein.
We
have
also assumed for purposes of this opinion that the Shares will not be issued
or
transferred in violation of any provision or limitation contained in the
Company's Charter. We have further assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. This opinion is limited to
substantive laws of the State of Maryland and federal laws of the United States
of America. Except as otherwise indicated herein, we have not undertaken any
independent investigation of factual matters.
Based
upon the foregoing, and in reliance thereon, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that upon
payment for and delivery of the Shares as contemplated by the prospectus and
the
prospectus supplement constituting part of the Registration Statement, the
Shares will be validly issued, fully paid and non-assessable.
We
consent to the filing of this opinion as an exhibit to the Company's Current
Report on Form 8-K and to the reference to our firm under the heading
"Legal Matters" in the prospectus and the prospectus supplement constituting
part of the Registration Statement. We do not thereby admit that we are
"experts" within the meaning of the Securities Act of 1933 and the rules and
regulations thereunder.
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Very
truly yours,
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/s/
Powell Goldstein LLP
Powell
Goldstein LLP
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Omega
Healthcare Investors, Inc.
November
16, 2005
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