February 24, 2006 - EXHIBIT 25 - S-4: Registration of securities issued in business combination transactions

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices)

55402
(Zip Code)

Betty G. Bain
U.S. Bank National Association
1360 Peachtree Street, NE, Suite 1105
Atlanta, GA 30309
(404) 965-7229
(Name, address and telephone number of agent for service)

Omega Healthcare Investors, Inc.
(Issuer with respect to the Securities)

Maryland		38-3041398
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
9690 Deereco Road, Suite 100 Timonium, Maryland (Address of Principal Executive Offices)		21093 (Zip Code)

7% Senior Notes due 2016
(Title of the Indenture Securities)

FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.
	a)	Name and address of each examining or supervising authority to which it is subject.
		Comptroller of the Currency Washington, D.C.
	b)	Whether it is authorized to exercise corporate trust powers.
		Yes
Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
		None
Items 3-15	Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
	1.	A copy of the Articles of Association of the Trustee.*
	2.	A copy of the certificate of authority of the Trustee to commence business.*
	3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
	4.	A copy of the existing bylaws of the Trustee.*
	5.	A copy of each Indenture referred to in Item 4. Not applicable.
	6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
	7.	Report of Condition of the Trustee as of September 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
* Incorporated by reference to the exhibit of the same number to the Form T-1 filed with the registration statement number 333-67188.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia, on the 24^th of February, 2006.

				By:		/s/ BETTY G. BAIN Betty G. Bain Vice President
By:		/s/ J. DAVID DEVER J David Dever Vice President

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 24, 2006

				By:		/s/ BETTY G. BAIN Betty G. Bain Vice President
By:		/s/ J. DAVID DEVER J. David Dever Vice President

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2005
($000's)

			9/30/2005
Assets
	Cash and Due From Depository Institutions		$	6,913,461
	Securities			41,305,628
	Federal Funds			3,300,808
	Loans & Lease Financing Receivables			132,797,940
	Fixed Assets			1,767,618
	Intangible Assets			10,366,321
	Other Assets			10,215,546

	Total Assets		$	206,667,322
Liabilities
	Deposits		$	130,337,423
	Fed Funds			17,257,962
	Treasury Demand Notes			0
	Trading Liabilities			176,079
	Other Borrowed Money			25,506,397
	Acceptances			85,177
	Subordinated Notes and Debentures			6,661,982
	Other Liabilities			5,968,944

	Total Liabilities		$	185,993,964
Equity
	Minority Interest in Subsidiaries		$	1,029,440
	Common and Preferred Stock			18,200
	Surplus			11,804,040
	Undivided Profits			7,821,678

		Total Equity Capital	$	20,673,358
Total Liabilities and Equity Capital			$	206,667,322
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:

/s/ BETTY G. BAIN

Vice President

Date: February 24, 2006