8-K: Current report filing

Exhibit 5.5

Des Moines   Albany   Atlanta

April 4, 2017

Omega Healthcare Investors, Inc.

200 International Circle

Suite 3500

Hunt Valley, Maryland 21030

Re: Offering of 4.750% Senior Notes due 2028 and 4.500% Senior Notes due 2025

Ladies and Gentlemen:

We have served as special Iowa counsel to OHI (Iowa), LLC, an Iowa limited liability company (the “Iowa Subsidiary Guarantor”), a direct or indirect subsidiary of Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”), in connection with the sale to the several underwriters named in the Underwriting Agreement (as defined below) by the Parent of $550,000,000 aggregate principal amount of 4.750% Senior Notes due 2028 (the “2028 Notes”) and $150,000,000 aggregate principal amount of 4.500% Senior Notes due 2025 (the “2025 Notes,” and collectively with the 2028 Notes, the “Notes”) and the guarantee of the (i) 2028 Notes by the subsidiary guarantors listed on Schedule I (the “Guarantors”), which includes the Iowa Subsidiary Guarantor (the “2028 Guarantee”), and (ii) 2025 Notes by the Guarantors (the “2025 Guarantee,” and together with the 2028 Notes, 2025 Notes and the 2028 Guarantee, the “Securities”), 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 Parent, J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Stifel, Nicolaus and Company, Incorporated, on behalf of themselves and as the representatives of the several underwriters named on Schedule 1 thereto (collectively, the “Underwriters”) and the Guarantors. The 2028 Notes and 2028 Guarantee are being issued pursuant to the Indenture, dated as of April 4, 2017 (the “2028 Indenture”) between the Parent, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) and the 2025 Notes and 2025 Guarantee are being issued pursuant to the Indenture, dated as

Omega Healthcare Investors, Inc.

April 4, 2017

Page 2

of September 11, 2014 (the “2025 Indenture,” and collectively with the 2028 Indenture, the “Indentures”), between the Parent, the Guarantors and the Trustee.

We have not been involved in the preparation of any of the Transaction Documents (as defined below). We have been retained solely for the purpose of rendering certain opinions pursuant to Iowa law.

In connection herewith, we have examined:

Omega Healthcare Investors, Inc.

April 4, 2017

Page 3

The documents referenced as items (1) through (7) above are collectively referred to as the “Transaction Documents,” and the term Transaction Documents shall not include any other documents, contracts or matters referred to, described or incorporated by reference therein. The documents referenced as items (1) through (12) 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 and limited liability company records, agreements and instruments of the Iowa Subsidiary Guarantor, certificates of public officials and officers or other appropriate representatives of the Iowa Subsidiary Guarantor, 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 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 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. 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 Iowa Subsidiary Guarantor.

In connection herewith, we have assumed that, other than with respect to the Iowa Subsidiary 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 also assumed that

Omega Healthcare Investors, Inc.

April 4, 2017

Page 4

there are no written or oral terms and conditions agreed to by, or course of conduct or dealings between any of the parties to the Transaction Documents that amend, delete, supplement, alter or otherwise vary the express terms of any of the Transaction 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:

(I)           The Iowa Subsidiary Guarantor is a limited liability company, duly formed and validly existing in good standing under the laws of the State of Iowa;

(II)         The Iowa Subsidiary Guarantor has all necessary limited liability company power and authority to execute and deliver the 2028 Indenture (including the 2028 Guarantee set forth therein) and the 2025 Indenture (including the 2025 Guarantee set forth therein), and to perform its obligations thereunder; and

(III)        The execution and delivery by the Iowa Subsidiary Guarantor of the 2028 Indenture (including the 2028 Guarantee set forth therein) and the 2025 Guarantee set forth in the 2025 Indenture, and the performance by the Iowa Subsidiary Guarantor of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Iowa Subsidiary Guarantor.

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

(a)          Our opinions set forth herein reflects only the application of applicable Iowa state law (excluding the securities and blue sky laws of Iowa, as to which we express no opinion). The opinions set forth herein are made as of the date hereof and are 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 opinions expressed herein are 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 these opinions 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 Notes.

(c)          Our opinions contained herein are 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

Omega Healthcare Investors, Inc.

April 4, 2017

Page 5

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.

(d)          Our opinions are 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.

(e)          We express no opinion as to:

(i)       the enforceability of (A) any provision of the Indentures or the Securities (together, 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 Iowa Subsidiary 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, statutes of repose (including the tolling of the same) 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;

(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; or

(iii)     the validity, binding effect or enforceability of any provision in the Operative Documents that (A) purports to create joint and several liability for affiliated

Omega Healthcare Investors, Inc.

April 4, 2017

Page 6

obligors except to the extent that each such affiliated obligor may be determined to have benefited from the incurrence of the obligations by its affiliated obligors or whether such benefit may be measured other than by the extent to which the proceeds of the obligations incurred by its affiliated obligors are, directly or indirectly, made available to such affiliated obligor for its corporate, limited liability company or other analogous purposes or (B) seeks to preserve the solvency of the Iowa Subsidiary Guarantor by purporting to limit the amount of the liability of, and/or to provide rights of contribution in favor of, such Guarantor.

(f)           Enforceability of the 2028 Guarantee and the 2025 Guarantee is further subject to the qualification that certain waivers, procedures, remedies, and other provisions of the 2028 Guarantee or 2025 Guarantee, respectively, may be unenforceable under or limited by Iowa law; however, such Iowa laws may not in our opinion, substantially prevent the practical realization of the benefits intended by such 2028 Guarantee or 2025 Guarantee, as the case may be, except that the application of principles of guaranty and suretyship to the acts or omissions of the holder of such 2028 Guarantee or 2025 Guarantee after execution and delivery of such 2028 Guarantee or 2025 Guarantee may prevent the practical realization of the benefits intended by such 2028 Guarantee or 2025 Guarantee through a release or discharge of the Iowa Subsidiary Guarantor.

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 Parent’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.

Sincerely,

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