8-K: Current report filing
Published on June 15, 2009
EXHIBIT
5.1
June 12,
2009
Omega
Healthcare Investors, Inc.
200
International Circle
Suite
3500
Hunt
Valley, MD 21030
Re:
Registration Statement on Form S-3ASR (File No. 333-150183)
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 up to
$100,000,000 of shares of common stock, $.10 par value per share, of the Company
(the “Shares”) pursuant to (1) the Equity Distribution Agreement, dated June 12,
2009 (the “UBS Distribution Agreement”), between UBS Securities LLC, as sales
agent and/or principal, and the Company, (2) the Equity Distribution
Agreement, dated June 12, 2009 (the “ML Distribution Agreement”), between
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or
principal, and the Company and (3) the Equity Distribution Agreement, dated
June 12, 2009 (the “Deutsche Distribution Agreement” and, together with the UBS
Distribution Agreement and the ML Distribution Agreement, the “Agreements”),
between Deutsche Bank Securities Inc., as sales agent and/or
principal. 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 (A) 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 (B) a Prospectus Supplement, dated June 12, 2009
(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.
Omega
Healthcare Investors, Inc.
June 12,
2009
Page
2
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, upon the issuance and
delivery of the Shares and the receipt by the Company of all consideration
therefor in accordance with the terms of the Agreements, will be validly
issued, fully paid and
nonassessable.
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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.
Very truly
yours,
/s/ Bryan Cave
LLP