8-K: Current report filing

Exhibit 5.2

ROBINSON & COLE LLP

April 4, 2017

Omega Healthcare Investors, Inc.

200 International Circle

Suite 3500

Hunt Valley, Maryland 21030

Ladies and Gentlemen:

We have served as special Connecticut counsel to OHI (Connecticut), LLC, a Connecticut limited liability company (the “Connecticut Guarantor”), which is a wholly owned subsidiary of Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), in connection with the issuance by the Company of $550,000,000 aggregate principal amount 4.75% Senior Notes due 2028 (the “2028 Notes”) and $150,000,000 aggregate principal amount 4.50% Senior Notes due 2025 (the “2025 Notes”, and together with the 2028 Notes, collectively, the “Notes”) and the guarantee of (a) the 2028 Notes (the “2028 Guarantees”) by the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”), and (b) the guarantee of the 2025 Notes by the Subsidiary Guarantors (the “2025 Guarantees,” and together with the 2028 Guarantees, collectively, the “Guarantees”), in each case, pursuant to the terms of that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of March 28, 2017, by and among the Company, J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Stifel, Nicolaus & Company, Incorporated, on behalf of themselves and as the representatives of the several underwriters named on Schedule I thereto and the Subsidiary Guarantors. The 2028 Notes and the 2028 Guarantees are being issued pursuant to the Indenture, dated as of April 4, 2017 (the “2028 Indenture”) by and among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), and the 2025 Notes and 2025 Guarantees are being issued pursuant to the Indenture, dated as of September 11, 2014 (as supplemented from time to time, the “2025 Indenture”, and together with the 2028 Indenture, collectively, the “Indentures”), by and among the Company, the Subsidiary Guarantors and the Trustee. The Notes and the Guarantees are hereinafter sometimes collectively referred to as the “Securities.”

We have not been involved in the preparation of the automatic shelf registration statement on Form S-3 (File No. 333-208710) (the “Original Registration Statement”) covering the Securities, filed by the Company and the subsidiary guarantor registrants named therein with the Securities and Exchange Commission (the “Commission”) on December 22, 2015 under the Securities Act of 1933, as amended (the “Securities Act”), as amended by that certain Post-Effective

Omega Healthcare Investors, Inc.

April 4, 2017

Page 2

Amendment No. 1 filed with the Commission on June 30, 2016 (“Amendment No. 1”) and that certain Post–Effective Amendment No. 2 filed with the Commission on March 28, 2017 (“Amendment No. 2”, and together with the Original Registration Statement and Amendment No. 1, collectively, the “Registration Statement”), nor were we involved in the negotiation, preparation or execution of the Underwriting Agreement, the Indentures, the Guarantees, the Notes, or any of the related agreements executed or delivered in connection with any of the foregoing. We have been retained solely for the purpose of rendering certain opinions pursuant to Connecticut law as specifically set forth herein.

In connection herewith, we have examined:

The documents referenced as items (1) through (6) above are collectively referred to as the “Transaction Documents.” The documents referenced in items (1) through (9) above are collectively referred to as the “Reviewed Documents.”

In our examination of the Reviewed Documents, 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 or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) or other sites maintained by a court or government authority or regulatory body, and the authenticity of the originals or such latter documents. If any document we

Omega Healthcare Investors, Inc.

April 4, 2017

Page 3

examined in printed, word processed or similar form has been filed with the Commission on EDGAR or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. We have not independently established or verified any facts relevant to the opinions expressed herein, and 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 Connecticut Guarantor.

In connection herewith, we have assumed that, other than with respect to (a) the Guarantees of the Connecticut Guarantor provided for in the Indentures (the “Connecticut Subsidiary Guarantees”), and (b) execution and delivery of the Indentures by the Connecticut Guarantor, 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.

We have further assumed, with your permission, that (a) each of the Subsidiary Guarantors other than the Connecticut Guarantor (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, (b) 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, (c) 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 (d) 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, each dated as of the date hereof, from the various law firms indicated on Schedule II hereto (the “Local Counsel Opinions”) as to matters relating to the Company and the Other Guarantors under the laws of the Company and 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:

1.       The Connecticut Guarantor is a validly existing limited liability company under the laws of the State of Connecticut.

2.       The Connecticut Guarantor has the requisite company power and authority to

Omega Healthcare Investors, Inc.

April 4, 2017

Page 4

execute and deliver the Indentures and the Connecticut Subsidiary Guarantees (each in the form examined by us), and to perform its obligations thereunder.

3.       The execution and delivery by the Connecticut Guarantor of the 2028 Indenture and the Connecticut Subsidiary Guarantees (each in the form examined by us), and the performance by the Connecticut Guarantor of the obligations thereunder, have been duly authorized by all necessary corporate action on the part of the Connecticut Guarantor.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

(a)       Our opinion set forth herein reflects only the application of applicable Connecticut state law (excluding the securities and blue sky laws of such state, as to which we express no opinion). To the extent that any other laws govern any of the matters as to which we are opining herein, we have assumed, with your permission and without independent investigation, that such laws are identical to the state laws of the State of Connecticut, and we express no opinion as to whether such assumption is reasonable or correct. 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)       We express no opinion herein as to the enforceability of 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.

(d)       We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court.

Omega Healthcare Investors, Inc.

April 4, 2017

Page 5

(e)       Our opinion set forth herein is qualified to the extent that it may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles.

(f)       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.

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 Company’s Current Report on Form 8-K. We also consent to your filing copies of this opinion letter 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 offering and sale of the Securities. 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 Securities Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

ROBINSON & COLE LLP

Schedule I

Page 1 of 13

Schedule I

Guarantors

Schedule I

Page 2 of 13

Schedule I

Page 3 of 13

Schedule I

Page 4 of 13

Schedule I

Page 5 of 13

Schedule I

Page 6 of 13

Schedule I

Page 7 of 13

Schedule I

Page 8 of 13

Schedule I

Page 9 of 13

Schedule I

Page 10 of 13

Schedule I

Page 11 of 13

Schedule I

Page 12 of 13

Schedule I

Page 13 of 13

Schedule II

Page 1 of 1

Schedule II

Local Counsel