S-4: Registration of securities issued in business combination transactions
Published on March 4, 2011
Exhibit 5.1
March 4, 2011
Omega Healthcare Investors, Inc.
200 International Circle
Suite 3500
Hunt Valley, Maryland 21030
Re: Registration Statement on Form S-4 to be filed by Omega Healthcare Investors, Inc.
Ladies and Gentlemen:
We have served as special counsel to Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Parent and by the subsidiary guarantors listed on Schedule I hereto (the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Parent (the “Exchange Offer”) to exchange up to $575,000,000 in aggregate principal amount of the Parent’s registered 6¾% Senior Notes due 2022 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 6¾% Senior Notes due 2022 issued and outstanding in the aggregate principal amount of $575,000,000 (the “Initial Notes”), under the indenture dated as of October 4, 2010 (the “Original Indenture”), among the Parent, the Guarantors signatory thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of January 13, 2011, among the Parent, the Guarantors signatory thereto and the Trustee (the Original Indenture, as so supplemented, being herein referred to as the “Indenture”). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.
In connection herewith, we have examined:
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(1)
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the Registration Statement (including all exhibits thereto);
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(2)
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an executed copy of the Indenture, including the guarantees of the Initial Notes and the Exchange Notes (each, a “Guarantee,” and collectively, the “Guarantees”) provided for therein;
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(3)
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executed copies of the Initial Notes;
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(4)
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the form of the Exchange Notes;
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Omega Healthcare Investors, Inc.
March 4, 2011
Page 2
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(5)
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the charter, certificate or articles of incorporation, formation or trust and bylaws, limited liability company agreement, limited partnership agreement or other organizational documents of the Parent and each of the Guarantors incorporated, formed or organized under the laws of the States of Arizona, Delaware, Illinois, Kansas, Maryland, North Carolina and Texas (such Guarantors, as so identified on Schedule I hereto, being sometimes collectively referred to herein as the “Identified Guarantors”), as in effect on the date hereof and as certified by the applicable Secretary, Assistant Secretary or other appropriate representative of the Parent or the Identified Guarantors (the “Organizational Documents”);
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(6)
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a certificate of legal existence and good standing for the Parent and each of the Identified Guarantors as of a recent date; and
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(7)
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certificates of the respective Secretaries, Assistant Secretaries or other appropriate representatives of the Parent and each of the Identified Guarantors, certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers.
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The documents referenced as items (1) through (4) above are collectively referred to as the “Transaction Documents.” The documents referenced as items (1) through (7) above are collectively referred to as the “Reviewed Documents.”
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate, limited liability company, limited partnership or trust records, agreements and instruments of the Parent and of the Identified Guarantors, certificates of public officials and officers or other appropriate representatives of the Parent and the Identified Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Reviewed Documents and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Parent and the Identified Guarantors.
In connection herewith, we have assumed that, other than with respect to the Parent and the Guarantors, all of the documents referred to in this opinion have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties thereto, all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
Omega Healthcare Investors, Inc.
March 4, 2011
Page 3
We have further assumed, with your permission, that (i) each of the Guarantors other than the Identified Guarantors (each, an “Other Guarantor,” and collectively, the “Other Guarantors”) has been duly organized and is validly existing in good standing under the laws of its state of organization, (ii) the execution and delivery by each such Other Guarantor of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder are within its organizational power and have been duly authorized by all necessary action (corporate or other) on its part, (iii) each of the Transaction Documents to which any Other Guarantor is a party has been duly executed and delivered by each such Other Guarantor and (iv) the execution and delivery by each Other Guarantor of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder do not result in any violation by it of the provisions of its organizational documents. We understand that you are receiving opinion letters, dated the date hereof, from the various law firms indicated on Schedule II hereto (the “Local Counsel Opinions”), as to the validity and binding nature of the Guarantees against the Other Guarantors under the laws of the Other Guarantors’ respective states of organization, and that such opinion letters are being filed as exhibits to the Registration Statement as indicated on Schedule II hereto. With your permission we have assumed the correctness of the conclusions set forth in the Local Counsel Opinions and express no opinion herein with regard thereto.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the Registration Statement has become effective under the Act, the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes (in the form examined by us) have been duly executed by the Parent and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes in accordance with the provisions of the Indenture upon consummation of the Exchange Offer, and otherwise in accordance with the terms of the Registration Statement and the exhibits thereto:
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(1)
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the Exchange Notes will constitute valid and binding obligations of the Parent; and
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(2)
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each Guarantee provided for in the Indenture will constitute a valid and binding obligation of the Guarantor that is a party thereto.
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In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:
Omega Healthcare Investors, Inc.
March 4, 2011
Page 4
(a) Our opinion set forth herein reflects only the application of applicable Arizona, Illinois, Kansas, Maryland, New York, North Carolina and Texas State law (excluding the securities and blue sky laws of such states, as to which we express no opinion), the federal laws of the United States of America, and to the extent required by the foregoing opinions, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act, including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws (the jurisdictions referred to in this sentence being sometimes collectively referred to herein as the “Opinion Jurisdictions”). The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
(b) Our opinion contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
(c) Our opinion is further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.
(d) We express no opinion as to:
(i) the enforceability of (A) any provision of the Indenture, the Exchange Notes or Guarantees (collectively, the “Operative Documents”) purporting or attempting to (1) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (2) confer subject matter jurisdiction on a court not having independent grounds therefor, (3) modify or waive the requirements for effective service of process for any action that may be brought, (4) waive the right of the Parent, any Guarantor or any other person to a trial by jury, (5) provide that remedies are cumulative or that decisions by a party are conclusive, (6) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (7) provide for or grant a power of attorney, or (B) any provision of the Operative Documents relating to choice of law; or
Omega Healthcare Investors, Inc.
March 4, 2011
Page 5
(ii) the enforceability of (A) any rights to indemnification or contribution provided for in the Operative Documents which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights, (B) any provisions in the Operative Documents purporting to provide to the Trustee or any other person the right to receive costs and expenses beyond those reasonably incurred by it, or (C) provisions in the Operative Documents whose terms are left open for later resolution by the parties.
(e) Enforceability of the Guarantees is further subject to the qualification that certain waivers, procedures, remedies, and other provisions of the Guarantees may be unenforceable under or limited by the laws of the Opinion Jurisdictions; however, such laws do not in our opinion, substantially prevent the practical realization of the benefits intended by the Guarantees, except that the application of principles of guaranty and suretyship to the acts or omissions of the holder of the Guarantees after execution and delivery of such Guarantees may prevent the practical realization of the benefits intended by the Guarantees through a release or discharge of one or more Guarantors.
(f) We express no opinion as to whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by its parent are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes.
We do not render any opinions except as expressly set forth above. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions “Legal Matters.” We also consent to your filing copies of this opinion as an Exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
/s/ Bryan Cave LLP
Schedule I
Page 1 of 5
Schedule I
Guarantors
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Subsidiary
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State or other jurisdiction of formation
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Arizona Lessor - Infinia, Inc.
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Maryland
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Baldwin Health Center, Inc.
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Pennsylvania
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Bayside Alabama Healthcare Second, Inc.
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Alabama
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Bayside Arizona Healthcare Associates, Inc.
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Arizona
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Bayside Arizona Healthcare Second, Inc.
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Arizona
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Bayside Colorado Healthcare Associates, Inc.
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Colorado
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Bayside Colorado Healthcare Second, Inc.
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Colorado
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Bayside Indiana Healthcare Associates, Inc.
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Indiana
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Bayside Street II, Inc.
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Delaware
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Bayside Street, Inc.
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Maryland
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Canton Health Care Land, Inc.
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Ohio
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Carnegie Gardens LLC
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Delaware
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Center Healthcare Associates, Inc.
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Texas
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Cherry Street – Skilled Nursing, Inc.
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Texas
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Colonial Gardens, LLC
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Ohio
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Colorado Lessor - Conifer, Inc.
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Maryland
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Copley Health Center, Inc.
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Ohio
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CSE Albany LLC
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Delaware
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CSE Amarillo LLC
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Delaware
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CSE Anchorage LLC
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Delaware
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CSE Arden L.P.
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Delaware
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CSE Augusta LLC
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Delaware
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CSE Bedford LLC
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Delaware
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CSE Blountville LLC
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Delaware
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CSE Bolivar LLC
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Delaware
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CSE Cambridge LLC
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Delaware
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CSE Cambridge Realty LLC
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Delaware
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CSE Camden LLC
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Delaware
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CSE Canton LLC
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Delaware
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CSE Casablanca Holdings II LLC
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Delaware
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CSE Casablanca Holdings LLC
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Delaware
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CSE Cedar Rapids LLC
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Delaware
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CSE Centennial Village
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Delaware
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CSE Chelmsford LLC
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Delaware
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CSE Chesterton LLC
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Delaware
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CSE Claremont LLC
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Delaware
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CSE Corpus North LLC
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Delaware
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CSE Crane LLC
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Delaware
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CSE Denver Iliff LLC
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Delaware
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CSE Denver LLC
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Delaware
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CSE Douglas LLC
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Delaware
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Schedule I
Page 2 of 5
| Subsidiary |
State or other jurisdiction of formation
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CSE Dumas LLC
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Delaware
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CSE Elkton LLC
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Delaware
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CSE Elkton Realty LLC
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Delaware
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CSE Fairhaven LLC
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Delaware
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CSE Fort Wayne LLC
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Delaware
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CSE Frankston LLC
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Delaware
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CSE Georgetown LLC
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Delaware
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CSE Green Bay LLC
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Delaware
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CSE Hilliard LLC
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Delaware
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CSE Huntingdon LLC
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Delaware
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CSE Huntsville LLC
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Delaware
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CSE Indianapolis-Continental LLC
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Delaware
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CSE Indianapolis-Greenbriar LLC
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Delaware
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CSE Jacinto City LLC
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Delaware
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CSE Jefferson City LLC
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Delaware
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CSE Jeffersonville-Hillcrest Center LLC
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Delaware
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CSE Jeffersonville-Jennings House LLC
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Delaware
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CSE Kerrville LLC
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Delaware
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CSE King L.P.
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Delaware
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CSE Kingsport LLC
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Delaware
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CSE Knightdale L.P.
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Delaware
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CSE Lake City LLC
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Delaware
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CSE Lake Worth LLC
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Delaware
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CSE Lakewood LLC
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Delaware
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CSE Las Vegas LLC
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Delaware
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CSE Lawrenceburg LLC
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Delaware
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CSE Lenoir L.P.
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Delaware
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CSE Lexington Park LLC
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Delaware
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CSE Lexington Park Realty LLC
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Delaware
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CSE Ligonier LLC
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Delaware
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CSE Live Oak LLC
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Delaware
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CSE Logansport LLC
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Delaware
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CSE Lowell LLC
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Delaware
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CSE Marianna Holdings LLC
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Delaware
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CSE Memphis LLC
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Delaware
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CSE Mobile LLC
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Delaware
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CSE Moore LLC
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Delaware
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CSE North Carolina Holdings I LLC
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Delaware
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CSE North Carolina Holdings II LLC
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Delaware
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CSE Omro LLC
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Delaware
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CSE Orange Park LLC
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Delaware
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CSE Orlando-Pinar Terrace Manor LLC
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Delaware
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CSE Orlando-Terra Vista Rehab LLC
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Delaware
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CSE Pennsylvania Holdings
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Delaware
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CSE Piggott LLC
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Delaware
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CSE Pilot Point LLC
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Delaware
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CSE Ponca City LLC
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Delaware
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Schedule I
Page 3 of 5
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Subsidiary
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State or other jurisdiction of formation
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CSE Port St. Lucie LLC
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Delaware
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CSE Richmond LLC
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Delaware
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CSE Ripley LLC
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Delaware
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CSE Ripon LLC
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Delaware
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CSE Safford LLC
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Delaware
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CSE Salina LLC
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Delaware
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CSE Seminole LLC
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Delaware
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CSE Shawnee LLC
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Delaware
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CSE Spring Branch LLC
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Delaware
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CSE Stillwater LLC
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Delaware
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CSE Taylorsville LLC
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Delaware
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CSE Texarkana LLC
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Delaware
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CSE Texas City LLC
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Delaware
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CSE The Village LLC
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Delaware
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CSE Upland LLC
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Delaware
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CSE Walnut Cove L.P.
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Delaware
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CSE West Point LLC
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Delaware
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CSE Whitehouse LLC
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Delaware
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CSE Williamsport LLC
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Delaware
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CSE Winter Haven LLC
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Delaware
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CSE Woodfin L.P.
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Delaware
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CSE Yorktown LLC
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Delaware
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Dallas – Skilled Nursing, Inc.
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Texas
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Delta Investors I, LLC
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Maryland
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Delta Investors II, LLC
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Maryland
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Desert Lane LLC
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Delaware
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Dixon Health Care Center, Inc.
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Ohio
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Florida Lessor – Crystal Springs, Inc.
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Maryland
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Florida Lessor – Emerald, Inc.
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Maryland
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Florida Lessor – Lakeland, Inc.
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Maryland
|
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Florida Lessor – Meadowview, Inc.
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Maryland
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Florida Real Estate Company, LLC
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Florida
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Georgia Lessor - Bonterra/Parkview, Inc.
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Maryland
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Greenbough, LLC
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Delaware
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Hanover House, Inc.
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Ohio
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Heritage Texarkana Healthcare Associates, Inc.
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Texas
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House of Hanover, Ltd
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Ohio
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Hutton I Land, Inc.
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Ohio
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Hutton II Land, Inc.
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Ohio
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Hutton III Land, Inc.
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Ohio
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Indiana Lessor – Jeffersonville, Inc.
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Maryland
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Indiana Lessor – Wellington Manor, Inc.
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Maryland
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Jefferson Clark, Inc.
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Maryland
|
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LAD I Real Estate Company, LLC
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Delaware
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Lake Park – Skilled Nursing, Inc.
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Texas
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Leatherman 90-1, Inc.
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Ohio
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Leatherman Partnership 89-1, Inc.
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Ohio
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Schedule I
Page 4 of 5
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Subsidiary
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State or other jurisdiction of formation
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Leatherman Partnership 89-2, Inc.
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Ohio
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Long Term Care – Michigan, Inc.
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Michigan
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Long Term Care – North Carolina, Inc.
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North Carolina
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Long Term Care Associates – Illinois, Inc.
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Illinois
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Long Term Care Associates – Indiana, Inc.
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Indiana
|
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Long Term Care Associates – Texas, Inc.
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Texas
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Meridian Arms Land, Inc.
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Ohio
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North Las Vegas LLC
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Delaware
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NRS Ventures, L.L.C.
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Delaware
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OHI (Connecticut), Inc.
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Connecticut
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OHI (Florida), Inc.
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Florida
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OHI (Illinois), Inc.
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Illinois
|
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OHI (Indiana), Inc.
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Indiana
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OHI (Iowa), Inc.
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Iowa
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OHI (Kansas), Inc.
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Kansas
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OHI Asset (CA), LLC
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Delaware
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OHI Asset (CO), LLC
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Delaware
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OHI Asset (CT) Lender, LLC
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Delaware
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OHI Asset (FL), LLC
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Delaware
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OHI Asset (FL) Lender, LLC
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Delaware
|
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OHI Asset (ID), LLC
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Delaware
|
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OHI Asset (IL), LLC
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Delaware
|
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OHI Asset (IN), LLC
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Delaware
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OHI Asset (LA), LLC
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Delaware
|
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OHI Asset (MI), LLC
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Delaware
|
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OHI Asset (MI/NC), LLC
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Delaware
|
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OHI Asset (MO), LLC
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Delaware
|
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OHI Asset (OH) Lender, LLC
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Delaware
|
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OHI Asset (OH) New Philadelphia, LLC
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Delaware
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OHI Asset (OH), LLC
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Delaware
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OHI Asset (PA) Trust
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Maryland
|
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OHI Asset (PA), LLC
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Delaware
|
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OHI Asset (SMS) Lender, Inc.
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Maryland
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OHI Asset (TX), LLC
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Delaware
|
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OHI Asset CSB LLC
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Delaware
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OHI Asset CSE – E, LLC
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Delaware
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OHI Asset CSE – U, LLC
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Delaware
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OHI Asset Essex (OH), LLC
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Delaware
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OHI Asset II (CA), LLC
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Delaware
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OHI Asset II (FL), LLC
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Delaware
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OHI Asset II (PA) Trust
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Maryland
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OHI Asset III (PA) Trust
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Maryland
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OHI Asset IV (PA) Silver Lake Trust
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Maryland
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OHI Asset, LLC
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Delaware
|
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OHI of Texas, Inc.
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Maryland
|
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OHI Sunshine, Inc.
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Florida
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OHI Tennessee, Inc.
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Maryland
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Schedule I
Page 5 of 5
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Subsidiary
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State or other jurisdiction of formation
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OHIMA, Inc.
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Massachusetts
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Omega (Kansas), Inc.
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Kansas
|
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Omega TRS I, Inc.
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Maryland
|
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Orange Village Care Center, Inc.
|
Ohio
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OS Leasing Company
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Kentucky
|
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Panama City Nursing Center LLC
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Delaware
|
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Parkview – Skilled Nursing, Inc.
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Texas
|
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Pavillion North Partners, Inc.
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Pennsylvania
|
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Pavillion North, LLP
|
Pennsylvania
|
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Pavillion Nursing Center North, Inc.
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Pennsylvania
|
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Pine Texarkana Healthcare Associates, Inc.
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Texas
|
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Reunion Texarkana Healthcare Associates, Inc.
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Texas
|
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San Augustine Healthcare Associates, Inc.
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Texas
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Skilled Nursing – Gaston, Inc.
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Indiana
|
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Skilled Nursing – Herrin, Inc.
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Illinois
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|
|
Skilled Nursing – Hicksville, Inc.
|
Ohio
|
|
|
Skilled Nursing – Paris, Inc.
|
Illinois
|
|
|
Skyler Maitland LLC
|
Delaware
|
|
|
South Athens Healthcare Associates, Inc.
|
Texas
|
|
|
St. Mary’s Properties, Inc.
|
Ohio
|
|
|
Sterling Acquisition Corp.
|
Kentucky
|
|
|
Sterling Acquisition Corp. II
|
Kentucky
|
|
|
Suwanee, LLC
|
Delaware
|
|
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
|
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
|
|
Texas Lessor – Stonegate, LP
|
Maryland
|
|
|
Texas Lessor – Treemont, Inc.
|
Maryland
|
|
|
The Suburban Pavilion, Inc.
|
Ohio
|
|
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
|
|
Waxahachie Healthcare Associates, Inc.
|
Texas
|
|
|
West Athens Healthcare Associates, Inc.
|
Texas
|
|
|
Wilcare, LLC
|
Ohio
|
Schedule II
Page 1 of 1
Schedule II
|
Law Firm
|
State
|
Exhibit
|
|
Maynard, Cooper & Gale, P.C.
|
Alabama
|
Exhibit 5.2
|
|
Miles & Peters, P.C.
|
Colorado
|
Exhibit 5.3
|
|
Robinson & Cole LLP
|
Connecticut
|
Exhibit 5.4
|
|
Akerman Senterfitt LLP
|
Florida
|
Exhibit 5.5
|
|
Ice Miller LLP
|
Indiana
|
Exhibit 5.6
|
|
Baudino Law Group, PLC
|
Iowa
|
Exhibit 5.7
|
|
Wyatt, Tarrant & Combs, LLP
|
Kentucky
|
Exhibit 5.8
|
|
Partridge, Snow & Hahn LLP
|
Massachusetts
|
Exhibit 5.9
|
|
Miller, Johnson, Snell & Cummiskey,
P.L.C. |
Michigan
|
Exhibit 5.10
|
|
Dinsmore & Shohl LLP
|
Ohio
|
Exhibit 5.11
|
|
Montgomery, McCracken, Walker &
Rhoads, LLP |
Pennsylvania
|
Exhibit 5.12
|