Exhibit 5.2

LAW OFFICES

280 Trumbull Street

Hartford, CT 06103-3597

Main (860) 275-8200

Fax (860) 275-8299

August 11, 2014

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 Connecticut counsel to OHI (Connecticut), Inc., a Connecticut corporation (the “Connecticut Guarantor”), which is a wholly owned subsidiary of Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) 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 $400,000,000 in aggregate principal amount of the Parent’s registered 4.950% Senior Notes due 2024 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 4.950% Senior Notes due 2024 issued and outstanding in the aggregate principal amount of $400,000,000 (the “Initial Notes”), under the indenture dated as of March 11, 2014 (the “Original Indenture”), among the Parent, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of June 27, 2014 (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.

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), the Exchange Notes, the Initial 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.

Omega Healthcare Investors, Inc.

August 11, 2014

Page 2

In connection herewith, we have examined:

(1)

the Registration Statement (but none of the exhibits thereto);

(2)

an executed copy of the Indenture, including the form of the guarantees of the Exchange Notes (each, a “Guarantee” and, collectively, the “Guarantees”) provided for therein;

(3)

the form of the Initial Notes;

(4)

the form of the Exchange Notes;

(5)

the certificate of incorporation and bylaws of the Connecticut Guarantor, as certified by the Secretary of the Connecticut Guarantor pursuant to a certificate dated as of August 11, 2014;

(6)

a certificate of legal existence for the Connecticut Guarantor issued by the Secretary of State of the State of Connecticut as of July 13, 2014; and

(7)

a certificate of the Secretary of the Connecticut Guarantor, dated as of August 11, 2014, 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.”

In our examination of the Transaction 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 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.

Omega Healthcare Investors, Inc.

August 11, 2014

Page 3

In connection herewith, we have assumed that, other than with respect to the Guarantee of the Connecticut Guarantor provided for in the Indenture, 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 the validity and binding nature of the Guarantees against the Other Guarantors under the laws of 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, when (a) the Registration Statement has become effective under the Act, (b) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (c) 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, and the Guarantees (in the form examined by us) have been duly executed by the Subsidiary Guarantors, each 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 the Connecticut Guarantor provided for in the Indenture will constitute a valid and binding obligation of the Connecticut Guarantor.

Omega Healthcare Investors, Inc.

August 11, 2014

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 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 Exchange Notes.

(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.

(e) We express no opinion as to:

(i) the enforceability of (A) any provision of the Indenture, the Exchange Notes or Guarantees (collectively, 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 Parent, any 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 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; or

Omega Healthcare Investors, Inc.

August 11, 2014

Page 5

(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.

(f) 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.

(g) 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.

Omega Healthcare Investors, Inc.

August 11, 2014

Page 6

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,

ROBINSON & COLE LLP


By:	/s/ John B. Lynch
	John B. Lynch, Jr., a Partner

SCHEDULE I

GUARANTORS

Subsidiary Guarantors		State or other Jurisdiction of Formation

Encanto Senior Care, LLC		Arizona
13922 Cerise Avenue, LLC		California
245 East Wilshire Avenue, LLC		California
3806 Clayton Road, LLC		California
523 Hayes Lane, LLC		California
637 East Romie Lane, LLC		California
2425 Teller Avenue, LLC		Colorado
Bayside Colorado Healthcare Associates, Inc.		Colorado
OHI (Connecticut), Inc.		Connecticut
Bayside Street II, Inc.		Delaware
Carnegie Gardens LLC		Delaware
CFG 2115 Woodstock Place LLC		Delaware
CSE Albany LLC		Delaware
CSE Amarillo LLC		Delaware
CSE Arden L.P.		Delaware
CSE Augusta LLC		Delaware
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 Denver Iliff LLC		Delaware
CSE Denver LLC		Delaware
CSE Douglas LLC		Delaware
CSE Elkton LLC		Delaware
CSE Elkton Realty LLC		Delaware
CSE Fairhaven LLC		Delaware

Subsidiary Guarantors		State or other Jurisdiction of Formation

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
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 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

Subsidiary Guarantors		State or other Jurisdiction of Formation

CSE Pine View LLC		Delaware
CSE Ponca City LLC		Delaware
CSE Port St. Lucie LLC		Delaware
CSE Richmond LLC		Delaware
CSE Ripley LLC		Delaware
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
Desert Lane LLC		Delaware
Greenbough, LLC		Delaware
LAD I Real Estate Company, LLC		Delaware
North Las Vegas LLC		Delaware
NRS Ventures, L.L.C.		Delaware
OHI Asset (AR) Ash Flat, LLC		Delaware
OHI Asset (AR) Camden, LLC		Delaware
OHI Asset (AR) Conway, LLC		Delaware
OHI Asset (AR) Des Arc, LLC		Delaware
OHI Asset (AR) Hot Springs, LLC		Delaware
OHI Asset (AR) Malvern, LLC		Delaware
OHI Asset (AR) Mena, LLC		Delaware
OHI Asset (AR) Pocahontas, LLC		Delaware
OHI Asset (AR) Sheridan, LLC		Delaware
OHI Asset (AR) Walnut Ridge, LLC		Delaware
OHI Asset (AZ) Austin House, LLC		Delaware
OHI Asset (CA), LLC		Delaware

Subsidiary Guarantors		State or other Jurisdiction of Formation

OHI Asset (CO), LLC		Delaware
OHI Asset (CT) Lender, LLC		Delaware
OHI Asset (FL) Lake Placid, LLC		Delaware
OHI Asset (FL) Lender, LLC		Delaware
OHI Asset (FL), LLC		Delaware
OHI Asset (GA) Macon, LLC		Delaware
OHI Asset (GA) Moultrie, LLC		Delaware
OHI Asset (GA) Snellville, LLC		Delaware
OHI Asset (ID) Holly, LLC		Delaware
OHI Asset (ID) Midland, LLC		Delaware
OHI Asset (ID), LLC		Delaware
OHI Asset (IL), LLC		Delaware
OHI Asset (IN) American Village, LLC		Delaware
OHI Asset (IN) Anderson, LLC		Delaware
OHI Asset (IN) Beech Grove, LLC		Delaware
OHI Asset (IN) Clarksville, LLC		Delaware
OHI Asset (IN) Clinton, LLC		Delaware
OHI Asset (IN) Connersville, LLC		Delaware
OHI Asset (IN) Crown Point, LLC		Delaware
OHI Asset (IN) Eagle Valley, LLC		Delaware
OHI Asset (IN) Elkhart, LLC		Delaware
OHI Asset (IN) Forest Creek, LLC		Delaware
OHI Asset (IN) Fort Wayne, LLC		Delaware
OHI Asset (IN) Franklin, LLC		Delaware
OHI Asset (IN) Greensburg, LLC		Delaware
OHI Asset (IN) Indianapolis, LLC		Delaware
OHI Asset (IN) Jasper, LLC		Delaware
OHI Asset (IN) Kokomo, LLC		Delaware
OHI Asset (IN) Lafayette, LLC		Delaware
OHI Asset (IN) Madison, LLC		Delaware
OHI Asset (IN) Monticello, LLC		Delaware
OHI Asset (IN) Noblesville, LLC		Delaware
OHI Asset (IN) Rosewalk, LLC		Delaware
OHI Asset (IN) Salem, LLC		Delaware
OHI Asset (IN) Seymour, LLC		Delaware
OHI Asset (IN) Spring Mill, LLC		Delaware
OHI Asset (IN) Terre Haute, LLC		Delaware
OHI Asset (IN) Wabash, LLC		Delaware
OHI Asset (IN) Westfield, LLC		Delaware
OHI Asset (IN) Zionsville, LLC		Delaware
OHI Asset (LA), LLC		Delaware

Subsidiary Guarantors		State or other Jurisdiction of Formation

OHI Asset (MD), LLC		Delaware
OHI Asset (MI) Heather Hills, LLC		Delaware
OHI Asset (MI), LLC		Delaware
OHI Asset (MO), LLC		Delaware
OHI Asset (MS) Byhalia, LLC		Delaware
OHI Asset (MS) Cleveland, LLC		Delaware
OHI Asset (MS) Clinton, LLC		Delaware
OHI Asset (MS) Columbia, LLC		Delaware
OHI Asset (MS) Corinth, LLC		Delaware
OHI Asset (MS) Greenwood, LLC		Delaware
OHI Asset (MS) Grenada, LLC		Delaware
OHI Asset (MS) Holly Springs, LLC		Delaware
OHI Asset (MS) Indianola, LLC		Delaware
OHI Asset (MS) Natchez, LLC		Delaware
OHI Asset (MS) Picayune, LLC		Delaware
OHI Asset (MS) Vicksburg, LLC		Delaware
OHI Asset (MS) Yazoo City, LLC		Delaware
OHI Asset (NC) Wadesboro, LLC		Delaware
OHI Asset (OH) Lender, LLC		Delaware
OHI Asset (OH), LLC		Delaware
OHI Asset (OR) Portland, LLC		Delaware
OHI Asset (PA), LLC		Delaware
OHI Asset (SC) Aiken, LLC		Delaware
OHI Asset (SC) Anderson, LLC		Delaware
OHI Asset (SC) Easley Anne, LLC		Delaware
OHI Asset (SC) Easley Crestview, LLC		Delaware
OHI Asset (SC) Edgefield, LLC		Delaware
OHI Asset (SC) Greenville, LLC		Delaware
OHI Asset (SC) Greenville Griffith, LLC		Delaware
OHI Asset (SC) Greenville Laurens, LLC		Delaware
OHI Asset (SC) Greenville North, LLC		Delaware
OHI Asset (SC) Greer, LLC		Delaware
OHI Asset (SC) Marietta, LLC		Delaware
OHI Asset (SC) McCormick, LLC		Delaware
OHI Asset (SC) Orangeburg, LLC		Delaware
OHI Asset (SC) Pickens East Cedar, LLC		Delaware
OHI Asset (SC) Pickens Rosemond, LLC		Delaware
OHI Asset (SC) Piedmont, LLC		Delaware
OHI Asset (SC) Simpsonville SE Main, LLC		Delaware
OHI Asset (SC) Simpsonville West Broad, LLC		Delaware
OHI Asset (SC) Simpsonville West Curtis, LLC		Delaware

Subsidiary Guarantors		State or other Jurisdiction of Formation

OHI Asset (TN) Bartlett, LLC		Delaware
OHI Asset (TN) Collierville, LLC		Delaware
OHI Asset (TN) Memphis, LLC		Delaware
OHI Asset (TX) Anderson, LLC		Delaware
OHI Asset (TX) Bryan, LLC		Delaware
OHI Asset (TX) Burleson, LLC		Delaware
OHI Asset (TX) College Station, LLC		Delaware
OHI Asset (TX) Comfort, LLC		Delaware
OHI Asset (TX) Diboll, LLC		Delaware
OHI Asset (TX) Granbury, LLC		Delaware
OHI Asset (TX) Hondo, LLC		Delaware
OHI Asset (TX) Italy, LLC		Delaware
OHI Asset (TX) Winnsboro, LLC		Delaware
OHI Asset (TX), LLC		Delaware
OHI Asset (UT) Ogden, LLC		Delaware
OHI Asset (UT) Provo, LLC		Delaware
OHI Asset (UT) Roy, LLC		Delaware
OHI Asset (VA) Charlottesville, LLC		Delaware
OHI Asset (VA) Farmville, LLC		Delaware
OHI Asset (VA) Hillsville, LLC		Delaware
OHI Asset (VA) Rocky Mount, LLC		Delaware
OHI Asset (WA) Battle Ground, LLC		Delaware
OHI Asset (WV) Danville, LLC		Delaware
OHI Asset (WV) Ivydale, LLC		Delaware
OHI Asset CSB LLC		Delaware
OHI Asset CSE – E, LLC		Delaware
OHI Asset CSE – U, LLC		Delaware
OHI Asset HUD CFG, LLC		Delaware
OHI Asset HUD Delta, LLC		Delaware
OHI Asset HUD SF CA, LLC		Delaware
OHI Asset HUD SF, LLC		Delaware
OHI Asset HUD WO, LLC		Delaware
OHI Asset II (CA), LLC		Delaware
OHI Asset II (FL), LLC		Delaware
OHI Asset RO PMM Services, LLC		Delaware
OHI Asset RO, LLC		Delaware
OHI Asset, LLC		Delaware
OHI Mezz Lender, LLC		Delaware
Panama City Nursing Center LLC		Delaware
Skyler Maitland LLC		Delaware
Suwanee, LLC		Delaware

Subsidiary Guarantors		State or other Jurisdiction of Formation

Florida Real Estate Company, LLC		Florida
Pensacola Real Estate Holdings I, Inc.		Florida
Pensacola Real Estate Holdings II, Inc.		Florida
Pensacola Real Estate Holdings III, Inc.		Florida
Pensacola Real Estate Holdings IV, Inc.		Florida
Pensacola Real Estate Holdings V, Inc.		Florida
Skyler Pensacola, Inc.		Florida
OHI (Illinois), Inc.		Illinois
OHI (Indiana), Inc.		Indiana
OHI (Iowa), Inc.		Iowa
Sterling Acquisition Corp.		Kentucky
48 High Point Road, LLC		Maryland
Arizona Lessor - Infinia, Inc.		Maryland
Bayside Street, Inc.		Maryland
Colorado Lessor - Conifer, Inc.		Maryland
Delta Investors I, LLC		Maryland
Delta Investors II, LLC		Maryland
Florida Lessor – Meadowview, Inc.		Maryland
Georgia Lessor - Bonterra/Parkview, Inc.		Maryland
Indiana Lessor – Wellington Manor, Inc.		Maryland
OHI Asset (PA) Trust		Maryland
OHI Asset II (PA) Trust		Maryland
OHI Asset III (PA) Trust		Maryland
OHI Asset IV (PA) Silver Lake Trust		Maryland
OHI Tennessee, Inc.		Maryland
Omega TRS I, Inc.		Maryland
Texas Lessor – Stonegate GP, Inc.		Maryland
Texas Lessor – Stonegate, Limited, Inc.		Maryland
Texas Lessor – Stonegate, LP		Maryland
Washington Lessor – Silverdale, Inc.		Maryland
OHIMA, Inc.		Massachusetts
1200 Ely Street Holdings Co. LLC		Michigan
42235 County Road Holdings Co. LLC		Michigan
Dixie White House Nursing Home, Inc.		Mississippi
Ocean Springs Nursing Home, Inc.		Mississippi
Skyler Boyington, Inc.		Mississippi
Skyler Florida, Inc.		Mississippi
Canton Health Care Land, Inc.		Ohio
Colonial Gardens, LLC		Ohio
Dixon Health Care Center, Inc.		Ohio
Hutton I Land, Inc.		Ohio

Subsidiary Guarantors		State or other Jurisdiction of Formation

Hutton II Land, Inc.		Ohio
Hutton III Land, Inc.		Ohio
Leatherman 90-1, Inc.		Ohio
Leatherman Partnership 89-1, Inc.		Ohio
Leatherman Partnership 89-2, Inc.		Ohio
Meridian Arms Land, Inc.		Ohio
Orange Village Care Center, Inc.		Ohio
St. Mary’s Properties, Inc.		Ohio
The Suburban Pavilion, Inc.		Ohio
Wilcare, LLC		Ohio
Pavillion North Partners, Inc.		Pennsylvania
Pavillion North, LLP		Pennsylvania
Pavillion Nursing Center North, Inc.		Pennsylvania

SCHEDULE II

LOCAL COUNSEL

Law Firm	State(s)	Exhibit

Bryan Cave LLP	Arizona California Colorado Delaware Illinois Maryland	Exhibit 5.1
Akerman LLP	Florida	Exhibit 5.3
Ice Miller LLP	Indiana	Exhibit 5.4
Baudino Law Group, PLC	Iowa	Exhibit 5.5
Wyatt, Tarrant & Combs, LLP	Kentucky	Exhibit 5.6
Partridge, Snow & Hahn LLP	Massachusetts	Exhibit 5.7
Miller, Johnson, Snell & Cummiskey, P.L.C.	Michigan	Exhibit 5.8
Dinsmore & Shohl LLP	Ohio	Exhibit 5.9
Montgomery, McCracken, Walker & Rhoads, LLP	Pennsylvania	Exhibit 5.10
Butler Snow, LLP	Mississippi	Exhibit 5.11