8-K: Current report filing
Published on September 16, 2008
EXHIBIT
5.1
September
16, 2008
Omega
Healthcare Investors, Inc.
Suite
100
9690
Deereco Road
Timonium,
Maryland 21093
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Re:
Registration Statement on Form S-3 (File No.
333-150183)
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Ladies
and Gentlemen:
We have
served as counsel to Omega Healthcare Investors, Inc., a Maryland corporation
(the “Company”),
in connection with the offer and sale of 6,000,000 shares (the “Shares”)
of common stock, $.10 par value per share, of the Company pursuant to that
certain Underwriting Agreement dated as of September 15, 2008, by and among the
Company, UBS Securities, LLC and Stifel, Nicolaus & Company, Incorporated,
as the underwriters (the “Underwriting
Agreement”). The Shares are being offered pursuant to Rule 415
under the Securities Act of 1933, as amended (the “Securities
Act”). This opinion is being delivered in connection with (i)
that certain Registration Statement on Form S-3 (File No. 333-150183), as
amended, originally filed with the Securities and Exchange Commission (the
“Commission”)
on April 10, 2008, which Registration Statement became effective on April 10,
2008 (the “Registration
Statement”), and (ii) a Prospectus Supplement, dated September 16, 2008
(the “Prospectus
Supplement”), filed with the Commission pursuant to Rule 424 under the
Securities Act, which supplements the prospectus contained in the Registration
Statement.
In
rendering this opinion, we have examined such corporate records, documents,
certificates and instruments as we have deemed necessary for purposes of this
opinion. We have 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. As to various questions of fact material to our opinion,
we have relied on statements and certificates of officers and representatives of
the Company and public officials.
Based
upon the foregoing, and in reliance thereon, and subject to the assumptions,
limitations and qualifications stated herein, we are of the opinion
that:
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1.
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The
Company is validly existing as a corporation under the laws of the State
of Maryland.
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2.
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The
Shares have been duly authorized for issuance and, when paid for by the
underwriters and delivered in accordance with the terms of the
Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
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Omega
Healthcare Investors, Inc.
September
16, 2008
Page
2
This
opinion is limited to the Maryland General Corporation Law and the federal laws
of the United States, and we do not express any opinions herein concerning any
other law.
The
opinions expressed herein are given as of the date hereof, and we assume no
obligation to update or supplement such opinions or views to reflect any fact or
circumstance that may hereafter come to our attention or any change in law that
may hereafter occur or hereinafter become effective.
We
consent to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K and to reference to our firm under the caption “Legal
Matters” in the Prospectus Supplement. 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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Powell
Goldstein LLP
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