S-4: Registration of securities issued in business combination transactions
Published on March 4, 2011
Exhibit 5.8
March 4, 2011
200 International Circle
Suite 3500
Hunt Valley, Maryland 21030
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Re:
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Registration Statement on Form S-4 to be filed by Omega Healthcare Investors, Inc.
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We have served as special Kentucky counsel to those certain wholly owned, direct or indirect, as applicable, subsidiaries of Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”), identified as “Opinion Subsidiaries” on Schedule I hereto (the “Opinion Subsidiaries”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Parent and the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary 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 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 Subsidiary 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 Subsidiary 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.
March 4, 2011
Omega Healthcare Investors, Inc.
Page 2
We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees (as defined below), or any of the related agreements executed or delivered in connection with the Initial Notes or the Exchange Notes. We have been retained solely for the purpose of rendering certain opinions pursuant to Kentucky law.
In connection herewith, we have examined:
1. the Registration Statement (including all exhibits thereto);
2. an executed copy of the Indenture, including the guarantees of the Initial Notes and the Exchange Notes (each, a “Guarantee”) provided for therein;
3. the form of the Initial Notes;
4. the form of the Exchange Notes;
5. the articles of incorporation and bylaws of each of the Opinion Subsidiaries as in effect on the date hereof and as certified by the applicable Secretary, Assistant Secretary or other appropriate representative of such Opinion Subsidiary (the “Organizational Documents”);
6. a certificate of existence for each of the Opinion Subsidiaries as of a recent date; and
7. certificates of the respective Secretaries, Assistant Secretaries or other appropriate representatives of each of the Opinion Subsidiaries, certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers.
The documents referenced as items (1) through (4) above are collectively referred to as the “Transaction Documents.”
March 4, 2011
Omega Healthcare Investors, Inc.
Page 3
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Opinion Subsidiaries, certificates of public officials and officers or other appropriate representatives of the Opinion Subsidiaries, 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 Transaction 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 Opinion Subsidiaries.
In connection herewith, we have assumed that other than with respect to the Opinion Subsidiaries, all of the documents referred to in this opinion have been duly authorized, executed and delivered by all of the parties thereto, 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.
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 (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) 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, the Guarantee of each Opinion Subsidiary provided for in the Indenture will constitute a valid and binding obligation of each such Opinion Subsidiary.
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:
March 4, 2011
Omega Healthcare Investors, Inc.
Page 4
(a) Our opinion set forth herein reflects only the application of applicable Kentucky state law (excluding the securities and blue sky laws of such state, as to which we express no opinion). 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) in the Commonwealth of Kentucky 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) We have assumed that the execution and delivery of the Transaction Documents, and the performance by the parties thereto of their respective obligations under the Transaction Documents will not violate any statute, rule or regulation (other than any statute, rule or regulation of Kentucky), or organizational document to which the respective party is bound (other than any organizational document of the Opinion Subsidiaries). We have assumed that none of the Transaction Documents are in violation of any state law (other than Kentucky law) or federal law to which they would be subject. We have assumed that none of the Transaction Documents would be deemed to violate public policy of any jurisdiction applicable thereto (other than Kentucky). We express no opinion herein as to the enforceability of the Exchange Notes. We have assumed that there has been no misrepresentation, fraud, duress, or mutual mistake of fact by any of the parties to the Transaction Documents.
(c) 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.
March 4, 2011
Omega Healthcare Investors, Inc.
Page 5
(d) The opinions expressed herein are subject to and may be limited by: (i) all applicable bankruptcy, insolvency, reorganization, receivership, fraudulent conveyancing, preferential transfer, moratorium or similar laws of general application and court decisions affecting the rights of creditors; (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity); and (iii) an implied covenant of good faith and fair dealing.
(e) Certain rights, remedies and other provisions in the Transaction Documents may be limited or rendered unenforceable by applicable laws of the Commonwealth of Kentucky or judicial decisions governing such provisions, but in our opinion such laws and judicial decisions do not, subject to the other qualifications and limitations in this opinion, render the Transaction Documents invalid as a whole, and there exist, in the Transaction Documents or pursuant to applicable law, adequate rights, remedies and provisions for the practical realization of the principal benefits intended to be provided by the Transaction Documents, except for the economic consequences of any judicial, administrative or other procedural delay which may be imposed by, relate to or result from such laws and judicial decisions.
(f) Any provisions contained in any of the Transaction Documents reciting that various acts or omissions of the Trustee shall not impair the rights and remedies of the Trustee may not be enforceable depending on the particular facts and circumstances bearing upon the conduct of the Trustee with regard to such acts or omissions.
(g) Any provisions contained in any of the Transaction Documents for waiver of jury trial by the Parent or Subsidiary Guarantors, or that impose liquidated damages, penalties, forfeitures, late payment charges or an increase in the applicable interest rate upon default by the Parent or Subsidiary Guarantors, or upon other conditions, that appoint the Trustee or others as the agent or attorney-in-fact for the Parent or Subsidiary Guarantors, that provide that the Trustee shall be liable only for gross negligence or willful misconduct, or that purport to select a particular court as the forum for the resolution of disputes may not be enforceable under Kentucky law but their inclusion in the Transaction Documents will not impair the validity, binding effect or enforceability of the other provisions of the Transaction Documents.
March 4, 2011
Omega Healthcare Investors, Inc.
Page 6
(h) We express no opinion as to the enforceability of (1) any provision of the Indenture purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) provide that remedies are cumulative or that decisions by a party are conclusive or (E) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (2) any provision of the Transaction Documents relating to choice of law.
(i) No opinion is expressed regarding: (i) the laws, statutes and ordinances, administrative decisions, rules and regulations and other legal requirements of counties, towns, municipalities and political subdivisions of Kentucky; or (ii) any law or regulation concerning securities, taxation, labor, employee benefits, environmental protection, anti-trust or unfair competition.
(j) We express no opinion on the enforceability of any prepayment premium in the event that it is held to be a penalty, an unreasonable charge or anything other than a valid liquidated damages clause.
(k) We express no opinion as to any tax matters, the enforceability or impact of any tax laws or tax-related provisions in the Transaction Documents, or the availability of any tax credits or abatements.
(l) We call your attention to the fact that we do not routinely act as counsel to the Parent, Subsidiary Guarantors, or the Opinion Subsidiaries, and have made no special inquiry of such parties and are unaware of the existence of any specific factual matters pertaining to such parties which could affect this opinion.
March 4, 2011
Omega Healthcare Investors, Inc.
Page 7
We do not render any opinions except as expressly set forth above. The opinion set forth herein is made as of the date hereof. 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.” 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.
| Very truly yours, | |||
| /s/ Wyatt, Tarrant & Combs, LLP | |||
| Wyatt, Tarrant & Combs, LLP |
Schedule I
Subsidiary Guarantors
(* indicates an Opinion Subsidiary)
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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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Subsidiary
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State or other jurisdiction of formation
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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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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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A-2
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Subsidiary
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State or other jurisdiction of formation
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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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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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A-3
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Subsidiary
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State or other jurisdiction of formation
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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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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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A-4
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Subsidiary
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State or other jurisdiction of formation
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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.
|
Iowa
|
|
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OHI (Kansas), Inc.
|
Kansas
|
|
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OHI Asset (CA), LLC
|
Delaware
|
|
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OHI Asset (CO), LLC
|
Delaware
|
|
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OHI Asset (CT) Lender, LLC
|
Delaware
|
|
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OHI Asset (FL), LLC
|
Delaware
|
|
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OHI Asset (FL) Lender, LLC
|
Delaware
|
|
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OHI Asset (ID), LLC
|
Delaware
|
|
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OHI Asset (IL), LLC
|
Delaware
|
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OHI Asset (IN), LLC
|
Delaware
|
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OHI Asset (LA), LLC
|
Delaware
|
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OHI Asset (MI), LLC
|
Delaware
|
|
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OHI Asset (MI/NC), LLC
|
Delaware
|
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OHI Asset (MO), LLC
|
Delaware
|
|
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OHI Asset (OH) Lender, LLC
|
Delaware
|
|
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OHI Asset (OH) New Philadelphia, LLC
|
Delaware
|
|
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OHI Asset (OH), LLC
|
Delaware
|
|
|
OHI Asset (PA) Trust
|
Maryland
|
|
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OHI Asset (PA), LLC
|
Delaware
|
|
|
OHI Asset (SMS) Lender, Inc.
|
Maryland
|
|
|
OHI Asset (TX), LLC
|
Delaware
|
|
|
OHI Asset CSB LLC
|
Delaware
|
|
|
OHI Asset CSE – E, LLC
|
Delaware
|
|
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OHI Asset CSE – U, LLC
|
Delaware
|
|
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OHI Asset Essex (OH), LLC
|
Delaware
|
|
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OHI Asset II (CA), LLC
|
Delaware
|
|
|
OHI Asset II (FL), LLC
|
Delaware
|
|
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OHI Asset II (PA) Trust
|
Maryland
|
|
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OHI Asset III (PA) Trust
|
Maryland
|
|
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OHI Asset IV (PA) Silver Lake Trust
|
Maryland
|
|
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OHI Asset, LLC
|
Delaware
|
|
|
OHI of Texas, Inc.
|
Maryland
|
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OHI Sunshine, Inc.
|
Florida
|
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OHI Tennessee, Inc.
|
Maryland
|
|
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OHIMA, Inc.
|
Massachusetts
|
|
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Omega (Kansas), Inc.
|
Kansas
|
|
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Omega TRS I, Inc.
|
Maryland
|
|
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Orange Village Care Center, Inc.
|
Ohio
|
A-5
|
Subsidiary
|
State or other jurisdiction of formation
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|
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*OS Leasing Company
|
Kentucky*
|
|
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Panama City Nursing Center LLC
|
Delaware
|
|
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Parkview – Skilled Nursing, Inc.
|
Texas
|
|
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Pavillion North Partners, Inc.
|
Pennsylvania
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Pavillion North, LLP
|
Pennsylvania
|
|
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Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
|
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Pine Texarkana Healthcare Associates, Inc.
|
Texas
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Reunion Texarkana Healthcare Associates, Inc.
|
Texas
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San Augustine Healthcare Associates, Inc.
|
Texas
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|
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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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|
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Skilled Nursing – Hicksville, Inc.
|
Ohio
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|
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Skilled Nursing – Paris, Inc.
|
Illinois
|
|
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Skyler Maitland LLC
|
Delaware
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|
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South Athens Healthcare Associates, Inc.
|
Texas
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|
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St. Mary’s Properties, Inc.
|
Ohio
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|
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*Sterling Acquisition Corp.
|
Kentucky*
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|
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*Sterling Acquisition Corp. II
|
Kentucky*
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Suwanee, LLC
|
Delaware
|
|
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Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
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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
|
A-6