S-11/A: Registration statement for securities to be issued by real estate companies
Published on March 27, 2007
Exhibit
5.1
Powell
Goldstein LLP
One Atlantic Center
Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, GA 30309-3488
March 27, 2007
One Atlantic Center
Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, GA 30309-3488
March 27, 2007
Omega
Healthcare Investors, Inc.
Suite 100
9690 Deereco Road
Timonium, Maryland 21093
Suite 100
9690 Deereco Road
Timonium, Maryland 21093
Re:
Registration
Statement on Form S-11 (File No. 333-141242)
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 7,130,000 shares
(including 930,000 shares subject to an over-allotment option) of common stock,
$.10 par value per share (“Common Stock”), of the Company, 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-11
(File No. 333-141242) as filed with the Securities and Exchange Commission
(the
“Registration Statement”) on March 13, 2007 and amended by a pre-effective
Amendment No. 1 to the Registration Statement on March 27, 2007.
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 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 Registration Statement and to the
reference to our firm under the heading “Legal Matters” in the prospectus
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.
| Very truly yours, | |
| /s/ Powell Goldstein LLP | |
| Powell Goldstein LLP |