S-3ASR: Automatic shelf registration statement of securities of well-known seasoned issuers

Exhibit 25.1

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.

David Ferrell
U.S. Bank National Association
1349 West Peachtree Street, NE Suite 1050
Atlanta, GA 30309
(404) 898.8821
(Name, address and telephone number of agent for service)

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

Debt Securities
(Title of the Indenture Securities)

FORM T-1

Comptroller of the Currency

Washington, D.C.

Yes

None

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, Georgia on the 9th of November, 2018.

Exhibit 2

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations,

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No, 24),. is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today,
	August 1, 2018, I have hereunto
	subscribed my name and caused my seal
	of office to be affixed to these presents at
	the U.S. Department of the Treasury, in
	the City of Washington, District of
	Columbia
	Comptroller of the Currency

Exhibit 3

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Joseph Otting, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today,
	May 8, 2018, I have hereunto subscribed my
	name and caused my seal of office to be
	affixed to these presents at the U.S.
	Department of the Treasury, in the City of
	Washington, District of Columbia.
	Comptroller of the Currency

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: November 9, 2018

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2018

($000’s)