8-K: Current report filing

Published on April 4, 2017

 

Exhibit 5.9

 

[Letterhead of Butler Snow LLP]

 

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 Mississippi counsel to (i) Dixie White House Nursing Home, LLC, a Mississippi limited liability company (“Dixie White House”); (ii) Ocean Springs Nursing Home, LLC, a Mississippi limited liability company (“Ocean Springs”); (iii) Skyler Florida, LLC, a Mississippi limited liability company (“Skyler Florida”); and (iv) Skyler Boyington, LLC, a Mississippi limited liability company (“Skyler Boyington” and, together with Dixie White House, Ocean Springs, and Skyler Florida, the “Mississippi Guarantors”; and, altogether with the other guarantors named in the Indentures defined below, the “Guarantors”) in connection with the sale to the several underwriters named in the Underwriting Agreement (as defined below) by Omega Healthcare Investors, Inc., a Maryland corporation (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 collectively with the 2028 Notes, the “Notes”) and the guarantee of the (i) 2028 Notes by the Guarantors (the “2028 Guarantees”) and (ii) 2025 Notes by the Guarantors (the “2025 Guarantees,” and together with the 2028 Notes, 2025 Notes and the 2028 Guarantees, 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 & 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 Guarantees 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 Guarantees are being issued pursuant to the Indenture, dated as of September 11, 2014 (the “2025 Indenture,” and collectively with the 2028 Indenture, the “Indentures”), between the Parent, the Guarantors and the Trustee.

 

We call your attention to the fact that we do not represent the Mississippi Guarantors on a regular basis and that we have represented the Mississippi Guarantors only in a limited capacity in connection with certain specific matters as to which we were consulted by the Mississippi Guarantors and we have not been engaged for any other purposes, and there may exist matters of a

 

 

 

 

Omega Healthcare Investors, Inc.

April 4, 2017

Page 2 of 4

 

legal nature which could have a bearing on the Guarantees, the Indentures, the Underwriting Agreement, and the transactions related thereto with respect to which we have not been consulted.

 

In connection with this opinion, we have reviewed the following documents (items 1 through 6, inclusive, below are collectively referred to herein as the “Transaction Documents”):

 

1. 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 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 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,” collectively with Amendment No. 1 and the Original Registration Statement, as so amended, the “Registration Statement”);

 

2. the Underwriting Agreement;

 

3. the Indentures;

 

4. the form of 2028 Guarantee attached as Exhibit C to the 2028 Indenture;

 

5. the form of 2025 Guarantee attached as Exhibit E to the 2025 Indenture;

 

6. the prospectus dated December 22, 2015 as supplemented by the Prospectus dated March 28, 2017 related to the Securities;

 

7. Certificate (the “Certificate”) dated as of the date hereof of the Secretaries of each of the Mississippi Guarantors and certain other entities named therein certifying:

 

(a) Certificate of Formation of Dixie White House as being in effect on the date of such Certificate;

 

(b) Operating Agreement of Dixie White House as being in effect on the date of such Certificate;

 

(c) Certificate of Formation of Ocean Springs as being in effect on the date of such Certificate;

 

(d) Operating Agreement of Ocean Springs as being in effect on the date of such Certificate;

 

(e) Certificate of Formation of Skyler Florida as being in effect on the date of such Certificate;

 

 

 

 

Omega Healthcare Investors, Inc.

April 4, 2017

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(f) Operating Agreement of Skyler Florida as being in effect on the date of such Certificate;

 

(g) Certificate of Formation of Skyler Boyington as being in effect on the date of such Certificate;

 

(h) Operating Agreement of Skyler Boyington as being in effect on the date of such Certificate; and

 

(i) Resolutions adopted by each Mississippi Guarantor and certain other entities named therein relating to the Transaction Documents and the transactions contemplated thereby, as being in effect on the date of such Certificate; and

 

8. Separate Certificates of Good Standing, each dated as of March 16, 2017, issued by the Secretary of State of the State of Mississippi addressing the existence of the Mississippi Guarantors (together, the “Certificates of Good Standing”).

 

We have also examined such certificates of public officials and of representatives of the Mississippi Guarantors and other documents and records and such questions of law as we have deemed necessary as a basis for the opinions set forth below. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies or which we obtained from the Commission’s Electronic Data Gathering Analysis and Retrieval system. The opinions set forth herein are limited to the law of the State of Mississippi, and we express no opinion herein as to the law of any other jurisdiction.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.           Each Mississippi Guarantor is a limited liability company validly existing under the laws of the State of Mississippi. Our opinions in this Section 1 as to the valid existence are based solely upon our examination of the Certificates of Good Standing and are limited to the meaning ascribed to such certificates by the Secretary of State of Mississippi.

 

2.           Each Mississippi Guarantor has the limited liability company power and authority to execute and to deliver the 2028 Indenture, the 2028 Guarantee and the 2025 Guarantee, and to perform its obligations under the Indentures and the Guarantees.

 

3.           The execution and delivery of the 2028 Indenture and the Guarantees by each Mississippi Guarantor, and the performance by each Mississippi Guarantor of its obligations under the Indentures and the Guarantees, have been duly authorized by all necessary limited liability company action on the part of each such Mississippi Guarantor.

 

This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. In every instance in this

 

 

 

 

Omega Healthcare Investors, Inc.

April 4, 2017

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opinion where we have relied on a document prepared, conclusion drawn, or certification made, by another person or entity, we have made no investigation of that other person or entity for purposes of corroborating the accuracy of any information or representations provided to us by that other person or entity; however, we have no knowledge of any facts which would lead us to believe such matters to be untrue or inaccurate.

 

This opinion letter is made as of the date hereof and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, including, without limitation, any changes in Mississippi law. Insofar as the opinions herein relate to any actions to be taken after the date of this letter, the opinions are limited to the facts as they exist and 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.

 

  Very truly yours,
   
  /s/ Butler Snow LLP
   
  Butler Snow LLP