Form: S-4

Registration of securities issued in business combination transactions

February 24, 2006

S-4: Registration of securities issued in business combination transactions

Published on February 24, 2006


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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
(State or other jurisdiction of incorporation or organization)
  38-3041398
(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 2014
(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 T-1 filed with registration statement number 333-67188.

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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 24th of February, 2006.

      By: /s/ Betty G. Bain
Betty G. Bain
Vice President

By:

/s/ J. David Dever

J. David Dever
Vice President

 

 

 

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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
     

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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

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