S-3ASR: Automatic shelf registration statement of securities of well-known seasoned issuers
Published on January 15, 2010
Exhibit
8.1
January
15, 2010
Omega
Healthcare Investors, Inc.
Suite
3500
Hunt
Valley, MD 21030
Ladies
and Gentlemen:
We have
acted as counsel to Omega Healthcare Investors, Inc., a Maryland corporation
(the “Company”),
in connection with the registration of 2,714,959 shares common
stock (the “Shares”)
issued to an affiliate of CapitalSource Inc. on December 22, 2009, pursuant to
the Company’s Registration Statement (as amended, the “Registration
Statement”) on Form S-3 (File No. 333-____) as filed with the Securities
and Exchange Commission.
In
rendering our opinion, we have examined and relied on originals or copies
certified or otherwise identified to our satisfaction of (i) the Articles of
Incorporation, the Articles of Amendment, Articles of Amendment and Restatement,
and Articles Supplementary thereto, of the Company and its Subsidiaries, (ii)
the Registration Statement, and (iii) such other documents, certificates, and
records as we have deemed necessary or appropriate. We also have
relied upon factual statements and representations made to us by representatives
of the Company and others that are set forth in a certificate executed and
provided to us by the Company (the “Officer’s
Certificate”). With respect to the ownership of stock of the
Company for certain periods prior to March 8, 2004, we also have relied on a
letter from Explorer Holdings, L.P., regarding the ownership of stock of the
Company by Explorer Holdings, L.P., Explorer Holdings Level II, L.P., and
Hampstead Investment Partners III, L.P. (the “Representation
Letter”). For purposes of this opinion, we have assumed the
validity and accuracy of the documents, certificates and records set forth
above, and that the statements and representations made therein are and will
remain true and complete. We also have assumed that the Registration
Statement and such other documents, certificates and records and that the
statements as to factual matters contained in the Registration Statement are
true, correct and complete and will continue to be true, correct and complete
through the completion of the transactions contemplated therein. For
purposes of this Opinion, we have not, however, assumed the
correctness of any statement to the effect that the Company qualifies as a
REIT.
Omega
Healthcare Investors, Inc.
January
15, 2010
Page
2
In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, conformed or photo copies, and the authenticity of the
originals of such copies. In making our examination of documents
executed, or to be executed, by the parties indicated therein, we have assumed
that each party (other than the Company) has, or will have, the power, corporate
or other, to enter into and perform all obligations thereunder and we have also
assumed the due authorization by all requisite action, corporate or other, and
the execution and delivery by such parties and the validity and binding effect
thereof on such parties. All of the documents we have reviewed will
be complied with without waiver. Finally, in connection with the
opinions rendered below, we have assumed that during its taxable year ending
December 31, 1992 and in each subsequent taxable year to present, the Company
has operated and will continue to operate in such a manner that makes and will
continue to make the representations contained in the Officer’s Certificate true
for each such years, as of the date hereof, and any representation made as a
belief, made “to the knowledge of,” or made in a similarly qualified manner is
true, correct, and complete, as of the date hereof, without such
qualification..
In
rendering our opinion, we have considered the applicable provisions of the Code,
Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and such other
authorities as we have considered relevant, all in effect as of the date
hereof. It should be noted that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
(possibly with retroactive effect). A change in the authorities or
the accuracy or completeness of any of the information, documents, certificates,
records, statements, representations, covenants, or assumptions on which our
opinion is based could affect our conclusions.
Based on
the foregoing, in reliance thereon and subject thereto and to the limitations
stated below, it is our opinion that:
(a) From
and including the Company’s taxable year December 31, 1992, the Company was and
is organized in conformity with the requirements for, its actual method of
operation through the date hereof has permitted, and its proposed methods of
operations as described in the Registration Statement will permit the Company to
meet the requirements for, qualification and taxation as a real estate
investment trust (“REIT”)
under the Code, and the Company will continue to meet such requirements after
consummation of the contemplated transactions and the application of the
proceeds, if any, from the public offering of Common Stock by the Company as
described in the Registration Statement.
Omega
Healthcare Investors, Inc.
January
15, 2010
Page
3
(b) The
discussion in the Registration Statement under the heading “CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS” fairly and accurately summarizes the federal income
tax considerations that are likely to be material to a holder of the Company’s
securities.
Except as
set forth above, we express no opinion to any party as to the tax consequences,
whether federal, state, local or foreign, of the offerings discussed in the
Registration Statement or of any transaction related thereto or contemplated
thereby. This opinion is expressed as of the date hereof, and we are
under no obligation to advise you of, supplement, or revise our opinion to
reflect, any changes (including changes that have retroactive effect) in
applicable law or any information, document, certificate, record, statement,
representation, covenant or assumption relied upon herein that becomes incorrect
or untrue.
BRYAN
CAVE LLP