EX-5.8 12 ex5-8.htm EXHIBIT 5.8 ex5-8.htm
Exhibit 5.8
 
 
 
 
 
October 12, 2010
 
Omega Healthcare Investors, Inc.
200 International Circle
Suite 3500
Hunt Valley, Maryland 21030
 
 
Re:
Registration Statement on Form S-4 filed by Omega Healthcare Investors, Inc.
 
Ladies and Gentlemen:
 
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 $200,000,000 in aggregate principal amount of the Parent’s 7½% Senior Notes due 2020 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 7½% Senior Notes due 2020 issued and outstanding in the aggregate principal amount of $200,000,000 (the “Initial Notes”), under the indenture dated as of February 9, 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 June 23, 2010, and by that certain Second Supplemental Indenture dated as of September 2, 2010, each 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.
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
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 legal existence and good standing 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.”
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
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.
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 4
 
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 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.
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 5
 
(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)  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.
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 6
 
(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.
 
(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.
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 7
 
(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.
 
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
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 8
 
Schedule I

Subsidiary Guarantors

(* indicates an Opinion Subsidiary)

 
Subsidiary
State or other jurisdiction of formation
Arizona Lessor - Infinia, Inc.
Maryland
Baldwin Health Center, Inc.
Pennsylvania
Bayside Alabama Healthcare Second, Inc.
Alabama
Bayside Arizona Healthcare Associates, Inc.
Arizona
Bayside Arizona Healthcare Second, Inc.
Arizona
Bayside Colorado Healthcare Associates, Inc.
Colorado
Bayside Colorado Healthcare Second, Inc.
Colorado
Bayside Indiana Healthcare Associates, Inc.
Indiana
Bayside Street II, Inc.
Delaware
Bayside Street, Inc.
Maryland
Canton Health Care Land, Inc.
Ohio
Carnegie Gardens LLC
Delaware
Center Healthcare Associates, Inc.
Texas
Cherry Street – Skilled Nursing, Inc.
Texas
Colonial Gardens, LLC
Ohio
Colorado Lessor - Conifer, Inc.
Maryland
Copley Health Center, Inc.
Ohio
CSE Albany LLC
Delaware
CSE Amarillo LLC
Delaware
CSE Anchorage LLC
Delaware
CSE Arden L.P.
Delaware
CSE Augusta LLC
Delaware
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 9
 
Subsidiary
State or other jurisdiction of formation
CSE Bedford LLC
Delaware
CSE Blountville LLC
Delaware
CSE Bolivar LLC
Delaware
CSE Cambridge LLC
Delaware
CSE Cambridge Realty LLC
Delaware
CSE Camden LLC
Delaware
CSE Canton LLC
Delaware
CSE Casablanca Holdings II LLC
Delaware
CSE Casablanca Holdings LLC
Delaware
CSE Cedar Rapids LLC
Delaware
CSE Centennial Village
Delaware
CSE Chelmsford LLC
Delaware
CSE Chesterton LLC
Delaware
CSE Claremont LLC
Delaware
CSE Corpus North LLC
Delaware
CSE Crane LLC
Delaware
CSE Denver Iliff LLC
Delaware
CSE Denver LLC
Delaware
CSE Douglas LLC
Delaware
CSE Dumas LLC
Delaware
CSE Elkton LLC
Delaware
CSE Elkton Realty LLC
Delaware
CSE Fairhaven LLC
Delaware
CSE Fort Wayne LLC
Delaware
CSE Frankston LLC
Delaware
CSE Georgetown LLC
Delaware
CSE Green Bay LLC
Delaware
CSE Hilliard LLC
Delaware
CSE Huntingdon LLC
Delaware
CSE Huntsville LLC
Delaware
CSE Indianapolis-Continental LLC
Delaware
CSE Indianapolis-Greenbriar LLC
Delaware
CSE Jacinto City LLC
Delaware
CSE Jefferson City LLC
Delaware
CSE Jeffersonville-Hillcrest Center LLC
Delaware
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 10
 
Subsidiary
State or other jurisdiction of formation
CSE Jeffersonville-Jennings House LLC
Delaware
CSE Kerrville LLC
Delaware
CSE King L.P.
Delaware
CSE Kingsport LLC
Delaware
CSE Knightdale L.P.
Delaware
CSE Lake City LLC
Delaware
CSE Lake Worth LLC
Delaware
CSE Lakewood LLC
Delaware
CSE Las Vegas LLC
Delaware
CSE Lawrenceburg LLC
Delaware
CSE Lenoir L.P.
Delaware
CSE Lexington Park LLC
Delaware
CSE Lexington Park Realty LLC
Delaware
CSE Ligonier LLC
Delaware
CSE Live Oak LLC
Delaware
CSE Logansport LLC
Delaware
CSE Lowell LLC
Delaware
CSE Marianna Holdings LLC
Delaware
CSE Memphis LLC
Delaware
CSE Mobile LLC
Delaware
CSE Moore LLC
Delaware
CSE North Carolina Holdings I LLC
Delaware
CSE North Carolina Holdings II LLC
Delaware
CSE Omro LLC
Delaware
CSE Orange Park LLC
Delaware
CSE Orlando-Pinar Terrace Manor LLC
Delaware
CSE Orlando-Terra Vista Rehab LLC
Delaware
CSE Pennsylvania Holdings
Delaware
CSE Piggott LLC
Delaware
CSE Pilot Point LLC
Delaware
CSE Ponca City LLC
Delaware
CSE Port St. Lucie LLC
Delaware
CSE Richmond LLC
Delaware
CSE Ripley LLC
Delaware
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 11
 
Subsidiary
State or other jurisdiction of formation
CSE Ripon LLC
Delaware
CSE Safford LLC
Delaware
CSE Salina LLC
Delaware
CSE Seminole LLC
Delaware
CSE Shawnee LLC
Delaware
CSE Spring Branch LLC
Delaware
CSE Stillwater LLC
Delaware
CSE Taylorsville LLC
Delaware
CSE Texarkana LLC
Delaware
CSE Texas City LLC
Delaware
CSE The Village LLC
Delaware
CSE Upland LLC
Delaware
CSE Walnut Cove L.P.
Delaware
CSE West Point LLC
Delaware
CSE Whitehouse LLC
Delaware
CSE Williamsport LLC
Delaware
CSE Winter Haven LLC
Delaware
CSE Woodfin L.P.
Delaware
CSE Yorktown LLC
Delaware
Dallas – Skilled Nursing, Inc.
Texas
Delta Investors I, LLC
Maryland
Delta Investors II, LLC
Maryland
Desert Lane LLC
Delaware
Dixon Health Care Center, Inc.
Ohio
Florida Lessor – Crystal Springs, Inc.
Maryland
Florida Lessor – Emerald, Inc.
Maryland
Florida Lessor – Lakeland, Inc.
Maryland
Florida Lessor – Meadowview, Inc.
Maryland
Florida Real Estate Company, LLC
Florida
Georgia Lessor - Bonterra/Parkview, Inc.
Maryland
Greenbough, LLC
Delaware
Hanover House, Inc.
Ohio
Heritage Texarkana Healthcare Associates, Inc.
Texas
House of Hanover, Ltd
Ohio
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 12
 
Subsidiary
State or other jurisdiction of formation
Hutton I Land, Inc.
Ohio
Hutton II Land, Inc.
Ohio
Hutton III Land, Inc.
Ohio
Indiana Lessor – Jeffersonville, Inc.
Maryland
Indiana Lessor – Wellington Manor, Inc.
Maryland
Jefferson Clark, Inc.
Maryland
LAD I Real Estate Company, LLC
Delaware
Lake Park – Skilled Nursing, Inc.
Texas
Leatherman 90-1, Inc.
Ohio
Leatherman Partnership 89-1, Inc.
Ohio
Leatherman Partnership 89-2, Inc.
Ohio
Long Term Care – Michigan, Inc.
Michigan
Long Term Care – North Carolina, Inc.
North Carolina
Long Term Care Associates – Illinois, Inc.
Illinois
Long Term Care Associates – Indiana, Inc.
Indiana
Long Term Care Associates – Texas, Inc.
Texas
Meridian Arms Land, Inc.
Ohio
North Las Vegas LLC
Delaware
NRS Ventures, L.L.C.
Delaware
OHI (Connecticut), Inc.
Connecticut
OHI (Florida), Inc.
Florida
OHI (Illinois), Inc.
Illinois
OHI (Indiana), Inc.
Indiana
OHI (Iowa), Inc.
Iowa
OHI (Kansas), Inc.
Kansas
OHI Asset (CA), LLC
Delaware
OHI Asset (CO), LLC
Delaware
OHI Asset (CT) Lender, LLC
Delaware
OHI Asset (FL), LLC
Delaware
OHI Asset (ID), LLC
Delaware
OHI Asset (IL), LLC
Delaware
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 13
 
Subsidiary
State or other jurisdiction of formation
OHI Asset (IN), LLC
Delaware
OHI Asset (LA), LLC
Delaware
OHI Asset (MI), LLC  Delaware
OHI Asset (MI/NC), LLC
Delaware
OHI Asset (MO), LLC
Delaware
OHI Asset (OH) Lender, LLC
Delaware
OHI Asset (OH) New Philadelphia, LLC
Delaware
OHI Asset (OH), LLC
Delaware
OHI Asset (PA) Trust
Maryland
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
OHI Asset CSE – U, LLC
Delaware
OHI Asset Essex (OH), LLC
Delaware
OHI Asset II (CA), LLC
Delaware
OHI Asset II (FL), LLC
Delaware
OHI Asset II (PA) Trust
Maryland
OHI Asset III (PA) Trust
Maryland
OHI Asset IV (PA) Silver Lake Trust
Maryland
OHI Asset, LLC
Delaware
OHI of Texas, Inc.
Maryland
OHI Sunshine, Inc.
Florida
OHI Tennessee, Inc.
Maryland
OHIMA, Inc.
Massachusetts
Omega (Kansas), Inc.
Kansas
Omega TRS I, Inc.
Maryland
Orange Village Care Center, Inc.
Ohio
*OS Leasing Company
Kentucky*
Panama City Nursing Center LLC
Delaware
Parkview – Skilled Nursing, Inc.
Texas
Pavillion North Partners, Inc.
Pennsylvania
Pavillion North, LLP
Pennsylvania
Pavillion Nursing Center North, Inc.
Pennsylvania
Pine Texarkana Healthcare Associates, Inc.
Texas
 
 
 
 
 
 
Omega Healthcare Investors, Inc.
October 12, 2010
Page 14
 
Subsidiary
State or other jurisdiction of formation
Reunion Texarkana Healthcare Associates, Inc.
Texas
San Augustine Healthcare Associates, Inc.
Texas
Skilled Nursing – Gaston, Inc.
Indiana
Skilled Nursing – Herrin, Inc.
Illinois
Skilled Nursing – Hicksville, Inc.
Ohio
Skilled Nursing – Paris, Inc.
Illinois
Skyler Maitland LLC
Delaware
South Athens Healthcare Associates, Inc.
Texas
St. Mary’s Properties, Inc.
Ohio
*Sterling Acquisition Corp.
Kentucky*
*Sterling Acquisition Corp. II
Kentucky*
Suwanee, LLC
Delaware
Texas Lessor – Stonegate GP, Inc.
Maryland
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