8-K: Current report filing

Exhibit 5.7

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 4.50% Senior Notes due 2025

Ladies and Gentlemen:

We have served as special Massachusetts counsel to that certain wholly owned, direct or indirect, as applicable, subsidiary of Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”) identified as “OHIMA, LLC”, a Massachusetts limited liability company (the “Opinion Subsidiary”), in connection with the sale to several Underwriters (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 4.50% Senior Notes due 2025 (the “2025 Notes”, and together with the 2028 Notes, collectively, the “Notes”) and the guarantee of (i) the 2028 Notes (each a “2028 Guarantee”) and (ii) the 2025 Notes (each a “2025 Guarantee” and together with the Notes and the 2028 Guarantees, collectively, the “Securities”) by the subsidiary guarantors listed on Schedule A hereto (the “Subsidiary Guarantors”), 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 & Company, Incorporated, on behalf of themselves and as the representatives of the several underwriters named on Schedule 1 thereto (collectively, the “Underwriters”) and the Subsidiary Guarantors. The 2028 Notes and 2028 Guarantees are being issued pursuant to the Indenture, dated as of April 4, 2017 (the “2028 Indenture”) between the Parent, 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 (the “2025 Indenture” and together with the 2028 Indenture, collectively, the “Indentures”), between the Parent, the Subsidiary Guarantors and the Trustee.

In connection herewith, we have examined:

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The Indenture together with the Registration Statement (including all exhibits thereto), the Prospectus, the Notes and the Guarantees are collectively referred to as the “Transaction Documents.”

We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Transaction Documents. We have been retained solely for the purpose of rendering certain opinions pursuant to Massachusetts law.

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 Subsidiary, certificates of public officials and officers or other appropriate representatives of the Opinion Subsidiary, 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 Subsidiary.

In connection herewith, we have assumed that, other than with respect to the Opinion Subsidiary, all of the documents referred to in this opinion will have been duly authorized by, will have been duly executed and delivered by, and will constitute the valid, binding and enforceable obligations of, all of the parties thereto, all of the signatories to such documents will have been duly authorized by all such parties, and all such parties are and will be duly organized and validly existing and will have the power and authority (corporate or other) to execute, deliver and perform such documents.

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Based upon the foregoing, in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the effectiveness of the Registration Statement under the Act, we are of the opinion that:

1. The Opinion Subsidiary is a limited liability company, duly organized and validly existing in good standing under the laws of the Commonwealth of Massachusetts.

2.  The Opinion Subsidiary has all necessary entity power and authority to execute and deliver the Indentures and Guarantees, and to perform its obligations thereunder.

3. The execution and delivery by Opinion Subsidiary of the 2028 Indenture, the 2028 Guarantees and the 2025 Guarantees, and the performance by the Opinion Subsidiary of its obligations thereunder, have been duly authorized by all necessary entity action on the part of the 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:

(a) Our opinion set forth herein reflects only the application of applicable Massachusetts state law (excluding the securities and blue sky laws of such state, as to which we express no opinion) and the federal laws of the United State of America. 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 the laws of any other jurisdiction, court or administrative agency.

(b) Our opinion herein is subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other 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); (iii) an implied covenant of good faith and fair dealing; (iv) requirements that a claim with respect to the Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (v) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign or composite currency.

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(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 transaction; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

(d) We express no opinion as to the enforceability of (A) any rights to indemnification or contribution provided for in any Transaction Document 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 of the Transaction Documents purporting to provide the Trustee or any other person the right to receive costs and expenses beyond those reasonably incurred by it, or (C) provisions of the Transaction Documents whose terms are left open for later resolution by the parties.

(e) We express no opinion as to the enforceability of (i) any provision in any Transaction Document 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) waive the right of the Parent, the Opinion Subsidiary or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive, (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (G) provide for or grant a power of attorney, or (ii) any choice of law provision of any Transaction Document.

(f) We express no opinion as to the validity, binding effect or enforceability of any provision in the Transaction Documents that (A) purports to create joint and several liability for affiliated 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 any Subsidiary Guarantor by purporting to limit the amount of the liability of, and/or to provide rights of contribution in favor of, such Subsidiary Guarantor.

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(g) 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 of 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 purpose.

We do not render any opinions except as set forth above. 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 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 Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ PARTRIDGE SNOW & HAHN LLP

Schedule A

Each entity listed below is a Subsidiary Guarantor.

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