Exhibit 5.3
 | Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 |
November 12, 2015
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 Florida counsel to Florida Real Estate Company, LLC, a Florida limited liability company (“FREC”), Pensacola Real Estate Holdings I, LLC, a Florida limited liability company (“Pensacola I”), Pensacola Real Estate Holdings II, LLC, a Florida limited liability company (“Pensacola II”), Pensacola Real Estate Holdings III, LLC, a Florida limited liability company (“Pensacola III”), Pensacola Real Estate Holdings IV, LLC, a Florida limited liability company (“Pensacola IV”), Pensacola Real Estate Holdings V, LLC, a Florida limited liability company (“Pensacola V”), and Skyler Pensacola, LLC, a Florida limited liability company (“Skyler” and, together with FREC, Pensacola I, Pensacola II, Pensacola III, Pensacola IV, Pensacola V, the “Florida Subsidiaries”), each of which is a wholly owned, direct or indirect, as applicable, 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 as of the date hereof, by the Parent and the subsidiary guarantors listed onSchedule 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 $600,000,000 in aggregate principal amount of the Parent’s registered 5.250% Senior Notes due 2026 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 5.250% Senior Notes due 2026 issued and outstanding in the aggregate principal amount of $600,000,000 (the “Initial Notes”), under the indenture dated as of September 23, 2015 (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 November 9, 2015 (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), 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 Florida and New York law with respect to the Florida Subsidiaries.
akerman.com
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| November 12, 2015 | |
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In connection with issuing this opinion, we have reviewed originals or copies of the following documents:
| (i) | the Registration Statement (including all exhibits thereto); |
| (ii) | the Indenture, including the form of the guarantees of the Exchange Notes (each, a “Guarantee” and, collectively, the “Guarantees”) provided for therein; |
| (iii) | the Initial Notes; |
| (iv) | the form of the Exchange Notes; |
| (v) | the Articles of Organization of FREC, certified as true and correct by the Secretary of FREC as of the date hereof; |
| (vi) | the Second Amended and Restated Limited Liability Company Agreement of FREC, dated January 22, 2010, true, correct and complete by the Secretary of FREC as of the date hereof; |
| (vii) | resolutions adopted by written consent of the sole member of FREC as of September 16, 2015, authorizing, among other things, the execution and delivery by FREC of a Guarantee, certified as true, correct and complete by the Secretary of FREC as of the date hereof; |
| (viii) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date FREC is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (ix) | the Certificate of Conversion and Articles of Organization of Pensacola I, certified as true and correct by the Secretary of Pensacola I as of the date hereof; |
| (x) | the Operating Agreement, dated as of March 5, 2015, of Pensacola I, certified as true, correct and complete by the Secretary of Pensacola I as of the date hereof; |
| (xi) | resolutions adopted by written consent of the sole member of Pensacola I as of September 16, 2015, authorizing, among other things, the execution and delivery by Pensacola I of a Guarantee, certified as true, correct and complete by the Secretary of Pensacola I as of the date hereof; |
| (xii) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Pensacola I is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (xiii) | the Certificate of Conversion and Articles of Organization of Pensacola II, certified as true and correct by the Secretary of Pensacola II as of the date hereof; |
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| November 12, 2015 | |
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| (xiv) | the Operating Agreement, dated as of March 5, 2015, of Pensacola II, certified as true, correct and complete by the Secretary of Pensacola II as of the date hereof; |
| (xv) | resolutions adopted by written consent of the sole member of Pensacola II as of September 16, 2015, authorizing, among other things, the execution and delivery by Pensacola II of a Guarantee, certified as true, correct and complete by the Secretary of Pensacola II as of the date hereof; |
| (xvi) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Pensacola II is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (xvii) | the Certificate of Conversion and Articles of Organization of Pensacola III, certified as true and correct by the Secretary of Pensacola III as of the date hereof; |
| (xviii) | the Operating Agreement, dated as of March 5, 2015, of Pensacola III, certified as true, correct and complete by the Secretary of Pensacola III as of the date hereof; |
| (xix) | resolutions adopted by written consent of the sole member of Pensacola III as of September 16, 2015, authorizing, among other things, the execution and delivery by Pensacola III of a Guarantee, certified as true, correct and complete by the Secretary of Pensacola III as of the date hereof; |
| (xx) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Pensacola III is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (xxi) | the Certificate of Conversion and Articles of Organization of Pensacola IV, certified as true and correct by the Secretary of Pensacola IV as of the date hereof; |
| (xxii) | the Operating Agreement, dated as of March 5, 2015, of Pensacola IV, certified as true, correct and complete by the Secretary of Pensacola IV as of the date hereof; |
| (xxiii) | resolutions adopted by written consent of the sole member of Pensacola IV as of September 16, 2015, authorizing, among other things, the execution and delivery by Pensacola IV of a Guarantee, certified as true, correct and complete by the Secretary of Pensacola IV as of the date hereof; |
| (xxiv) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Pensacola IV is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (xxv) | the Certificate of Conversion and Articles of Organization of Pensacola V, certified as true and correct by the Secretary of Pensacola V as of the date hereof; |
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| November 12, 2015 | |
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| (xxvi) | the Operating Agreement, dated as of March 5, 2015, of Pensacola V, certified as true, correct and complete by the Secretary of Pensacola V as of the date hereof; |
| (xxvii) | resolutions adopted by written consent of the sole member of Pensacola V as of September 16, 2015, authorizing, among other things, the execution and delivery by Pensacola V of a Guarantee, certified as true, correct and complete by the Secretary of Pensacola V as of the date hereof; |
| (xxviii) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Pensacola V is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active; |
| (xxix) | the Certificate of Conversion and Articles of Organization of Skyler, certified as true and correct by the Secretary of Skyler as of the date hereof; |
| (xxx) | the Operating Agreement, dated as of March 5, 2015, of Skyler, certified as true, correct and complete by the Secretary of Skyler as of the date hereof; |
| (xxxi) | resolutions adopted by written consent of the sole member of Skyler as of September 16, 2015, authorizing, among other things, the execution and delivery by Skyler of a Guarantee, certified as true, correct and complete by the Secretary of Skyler as of the date hereof; and |
| (xxxii) | a Certificate of the Secretary of State of Florida issued on August 13, 2015, stating, among other things, that as of such date Skyler is a limited liability company organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2015, and its status is active. |
The documents in paragraphs (i) through (iv) 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 or described therein. The documents in paragraphs (v) through (xxxii) above are collectively referred to as the “Organizational and Authority Documents.” Other than our review of the Transaction Documents and the Organizational and Authority Documents, we have not reviewed any other documents or made any independent investigation for the purpose of rendering this opinion, and we make no representation as to the scope or sufficiency of our documentation review for your purposes.
We have, with your consent, assumed that certificates of public officials dated earlier than the date of this opinion letter remain accurate from such earlier dates through and including the opinion letter date.
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In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Exchange Offer; (b) the legal existence of each party to the Transaction Documents, other than the Florida Subsidiaries; (c) the power of each party to the Transaction Documents, other than the Florida Subsidiaries, to execute, deliver, and perform all Transaction Documents executed and delivered by such party and to do each other act done or to be done by such party; (d) the authorization, execution, and delivery by each party, other than the Florida Subsidiaries, of each Transaction Document executed and delivered or to be executed and delivered by such party; (e) the legality, validity, binding effect, and enforceability as to each party, other than the Florida Subsidiaries, of each Transaction Document executed and delivered by such party or to be executed and delivered and of each other act done or to be done by such party; (f) there have been no undisclosed modifications of any provision of any document reviewed by us in connection with the rendering of this opinion letter, and no undisclosed prior waiver of any right or remedy contained in any of the Transaction Documents; (g) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy, and the authenticity of the original of each document received by us as a copy 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, and 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 further assumed that the document so filed is identical to the document we examined except for formatting changes; (h) the truthfulness of each statement as to all factual matters otherwise not known to us to be untruthful contained in any document encompassed within the diligence review undertaken by us; (i) each certificate or other document issued by a public authority is accurate, complete, and authentic as of the date of this opinion letter, and all official public records (including their proper indexing and filing) are accurate and complete; (j) the Exchange Offer and the conduct of the parties to the Exchange Offer comply with any requirement of good faith, fair dealing, and conscionability; (k) routine procedural matters such as service of process or qualification to do business in the relevant jurisdiction(s) will be satisfied by the parties seeking to enforce the Transaction Documents; (l) agreements (other than the Transaction Documents as to which opinions are being given) and judgments, decrees, and orders reviewed in connection with rendering the opinions will be enforced as written; (m) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, modify, or qualify the terms of the Transaction Documents or the rights of the parties thereunder; (n) the payment of all required documentary stamp taxes, intangible taxes, and other taxes and fees imposed upon the execution, filing, or recording of documents; and (o) with respect to the Exchange Offer and the Transaction Documents, including the inducement of the parties to enter into and perform their respective obligations thereunder, there has been no mutual mistake of fact or undue influence and there exists no fraud or duress.
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 Guarantee of each Florida Subsidiary (in the form examined by us) has been duly executed by each such Florida Subsidiary, 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 each Florida Subsidiary provided for in the Indenture will constitute a valid and binding obligation of each such Florida Subsidiary.
| Omega Healthcare Investors, Inc. | |
| November 12, 2015 | |
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The following Florida, New York and federal laws, rules and regulations are expressly excluded from the scope of this opinion letter: (a) securities laws, rules, and regulations; (b) Federal Reserve Board margin regulations; (c) laws, rules, and regulations regulating banks and other financial institutions, insurance companies, and investment companies; (d) pension and employee benefit laws, rules, and regulations, such as the Employee Retirement Income Security Act (ERISA); (e) labor laws, rules, and regulations, including laws on occupational safety and health (OSHA); (f) antitrust and unfair competition laws, rules, and regulations; (g) laws, rules, and regulations concerning compliance with fiduciary requirements; (h) laws, rules, and regulations concerning the creation, attachment, perfection, and priority of any lien or security interest; (i) laws, rules, and regulations relating to taxation; (j) bankruptcy, fraudulent conveyance, fraudulent transfer, and other insolvency laws; (k) environmental laws, rules, and regulations; (l) laws, rules, and regulations relating to patents, copyrights, trademarks, trade secrets, and other intellectual property; (m) local laws, statutes, administrative decisions, ordinances, rules, or regulations, including any zoning, planning, building, occupancy, or other similar approval or permit or any other ordinance or regulation of any county, municipality, township, or other political subdivision of the State of Florida; (n) criminal and state forfeiture laws and any racketeering laws, rules, and regulations; (o) other statutes of general application to the extent that they provide for criminal prosecution; (p) laws relating to terrorism or money laundering; (q) laws, regulations, and policies concerning national and local emergency and possible judicial deference to acts of sovereign states; (r) filing or consent requirements under any of the foregoing excluded laws; and (t) judicial and administrative decisions to the extent they deal with any of the foregoing excluded laws.
The foregoing opinion is subject to the following exceptions, qualifications, and limitations:
The opinion above is limited by: (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and similar law affecting the rights of creditors’ generally; and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
No opinion is expressed herein with respect to any provision of the Transaction Documents that: (a) purports to excuse a party from liability for the party’s own acts; (b) purports to make void any act done in contravention thereof; (c) purports to authorize a party to act in the party’s sole discretion or purports to provide that determination by a party is conclusive; (d) requires waivers or amendments to be made only in writing; (e) purports to effect waivers of constitutional, statutory, or equitable rights or the effect of applicable laws, waivers of any statute of limitations, or waivers of broadly or vaguely stated rights, of unknown future defenses or of rights to damages;(f) imposes or permits: (i) liquidated damages, (ii) the appointment of a receiver, (iii) penalties, (iv) indemnification for gross negligence, willful misconduct, or other wrongdoing, (v) confessions of judgment, or (vi) rights of self-help or forfeiture; (g) purports to limit or alter laws requiring mitigation of damages; (h) concerns choice of forum, consent or submission to the personal or subject matter jurisdiction of courts, venue of actions, or means of service of process, waivers of rights to jury trials, and agreements regarding arbitration; (i) purports to reconstitute the terms thereof as necessary to avoid a claim or defense of usury; (j) purports to require a party thereto to pay or reimburse attorneys’ fees incurred by another party, or to indemnify another party therefor, which provisions may be limited by applicable statutes and decisions relating to the collection and award of attorneys’ fees; (k) relates to the evidentiary standards or other standards by which the Transaction Documents are to be construed, including, but not limited to, provisions that attempt to change or waive rules of evidence or fix the method or quantum of proof to be applied in litigation or similar proceedings; (l) enumerates that remedies are not exclusive or that a party has the right to pursue multiple remedies without regard to other remedies elected or that all remedies are cumulative; (m) constitutes severability provisions; (n) permits the exercise, under certain circumstances, of rights without notice or without providing opportunity to cure failures to perform; (o) purports to create rights to setoff otherwise than in accordance with applicable law; (p) contains a blanket prohibition on assignments or a specific prohibition on assignment of payments due or to come due; or (q) purports to entitle any party to specific performance of any provision thereof.
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| November 12, 2015 | |
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We do not express any opinion as to the laws of any jurisdiction other than the States of Florida and New York and the United States of America. 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.
This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.
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 caption “Legal Matters” in the prospectus filed as a part thereof. 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 Exchange Offer. 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/ Akerman LLP | |
| Akerman LLP |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Encanto Senior Care, LLC | Arizona | |
| G&L Gardens, LLC | Arizona | |
| Palm Valley Senior Care, LLC | Arizona | |
| Ridgecrest Senior Care, LLC | Arizona | |
| 11900 East Artesia Boulevard, LLC | California | |
| 13922 Cerise Avenue, LLC | California | |
| 1628 B Street, LLC | California | |
| 2400 Parkside Drive, LLC | California | |
| 245 East Wilshire Avenue, LLC | California | |
| 3232 Artesia Real Estate, LLC | California | |
| 3806 Clayton Road, LLC | California | |
| 523 Hayes Lane, LLC | California | |
| 637 East Romie Lane, LLC | California | |
| Golden Hill Real Estate Company, LLC | California | |
| 2425 Teller Avenue, LLC | Colorado | |
| Bayside Colorado Healthcare Associates, LLC | Colorado | |
| OHI (Connecticut), LLC | Connecticut | |
| 446 Sycamore Road, L.L.C. | Delaware | |
| Albany Street Property, L.L.C. | Delaware | |
| Arkansas Aviv, L.L.C. | Delaware | |
| Arma Yates, L.L.C. | Delaware | |
| Avery Street Property, L.L.C | Delaware | |
| Aviv Asset Management, L.L.C. | Delaware | |
| Aviv Financing I, L.L.C. | Delaware | |
| Aviv Financing II, L.L.C. | Delaware | |
| Aviv Financing III, L.L.C. | Delaware | |
| Aviv Financing IV, L.L.C. | Delaware | |
| Aviv Financing V, L.L.C. | Delaware | |
| Aviv Foothills, L.L.C. | Delaware | |
| Aviv Healthcare Capital Corporation | Delaware | |
| Aviv Healthcare Properties Operating Partnership I, L.P. | Delaware | |
| Aviv Liberty, L.L.C. | Delaware | |
| Avon Ohio, L.L.C. | Delaware | |
| Bayside Street II, LLC | Delaware | |
| Belleville Illinois, L.L.C. | Delaware | |
| Bellingham II Associates, L.L.C. | Delaware | |
| Bethel ALF Property, L.L.C. | Delaware | |
| BHG Aviv, L.L.C. | Delaware | |
| Biglerville Road, L.L.C. | Delaware | |
| Bonham Texas, L.L.C. | Delaware | |
| Bradenton ALF Property, L.L.C. | Delaware | |
| Burton NH Property, L.L.C. | Delaware | |
| California Aviv Two, L.L.C. | Delaware | |
| California Aviv, L.L.C. | Delaware | |
| Camas Associates, L.L.C. | Delaware | |
| Carnegie Gardens LLC | Delaware | |
| Casa/Sierra California Associates, L.L.C. | Delaware | |
| CFG 2115 Woodstock Place LLC | Delaware | |
| Champaign Williamson Franklin, L.L.C. | Delaware | |
| Chardon Ohio Property Holdings, L.L.C. | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Chardon Ohio Property, L.L.C. | Delaware | |
| Chatham Aviv, L.L.C. | Delaware | |
| CHR Bartow LLC | Delaware | |
| CHR Boca Raton LLC | Delaware | |
| CHR Bradenton LLC | Delaware | |
| CHR Cape Coral LLC | Delaware | |
| CHR Fort Myers LLC | Delaware | |
| CHR Fort Walton Beach LLC | Delaware | |
| CHR Lake Wales LLC | Delaware | |
| CHR Lakeland LLC | Delaware | |
| CHR Pompano Beach Broward LLC | Delaware | |
| CHR Pompano Beach LLC | Delaware | |
| CHR Sanford LLC | Delaware | |
| CHR Spring Hill LLC | Delaware | |
| CHR St. Pete Bay LLC | Delaware | |
| CHR St. Pete Egret LLC | Delaware | |
| CHR Tampa Carrollwood LLC | Delaware | |
| CHR Tampa LLC | Delaware | |
| CHR Tarpon Springs LLC | Delaware | |
| CHR Titusville LLC | Delaware | |
| Clarkston Care, L.L.C. | Delaware | |
| Colonial Madison Associates, L.L.C. | Delaware | |
| Columbus Texas Aviv, L.L.C. | Delaware | |
| Columbus Western Avenue, L.L.C. | Delaware | |
| Colville Washington Property, L.L.C. | Delaware | |
| Commerce Sterling Hart Drive, L.L.C. | Delaware | |
| Conroe Rigby Owen Road, L.L.C. | Delaware | |
| CR Aviv, L.L.C. | Delaware | |
| Crete Plus Five Property, L.L.C. | Delaware | |
| Crooked River Road, L.L.C. | 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, LP | Delaware | |
| CSE Chelmsford LLC | Delaware | |
| CSE Chesterton LLC | Delaware | |
| CSE Claremont LLC | Delaware | |
| CSE Corpus North LLC | Delaware | |
| CSE Denver Iliff LLC | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| CSE Denver LLC | Delaware | |
| CSE Douglas 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 | |
| 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, LP | Delaware | |
| CSE Piggott LLC | Delaware | |
| CSE Pilot Point LLC | Delaware | |
| CSE Pine View LLC | Delaware | |
| CSE Ponca City LLC | Delaware | |
| CSE Port St. Lucie LLC | Delaware | |
| CSE Richmond LLC | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| 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 | |
| Cuyahoga Falls Property, L.L.C. | Delaware | |
| Dallas Two Property, L.L.C. | Delaware | |
| Danbury ALF Property, L.L.C. | Delaware | |
| Darien ALF Property, L.L.C. | Delaware | |
| Denison Texas, L.L.C. | Delaware | |
| Desert Lane LLC | Delaware | |
| East Rollins Street, L.L.C. | Delaware | |
| Edgewood Drive Property, L.L.C. | Delaware | |
| Elite Mattoon, L.L.C. | Delaware | |
| Elite Yorkville, L.L.C. | Delaware | |
| Falcon Four Property Holding, L.L.C. | Delaware | |
| Falcon Four Property, L.L.C. | Delaware | |
| Falfurrias Texas, L.L.C. | Delaware | |
| Florida ALF Properties, L.L.C. | Delaware | |
| Florida Four Properties, L.L.C. | Delaware | |
| Fort Stockton Property, L.L.C. | Delaware | |
| Four Fountains Aviv, L.L.C. | Delaware | |
| Fredericksburg South Adams Street, L.L.C. | Delaware | |
| Freewater Oregon, L.L.C. | Delaware | |
| Fullerton California, L.L.C. | Delaware | |
| Gardnerville Property, L.L.C. | Delaware | |
| Germantown Property, L.L.C. | Delaware | |
| Giltex Care, L.L.C. | Delaware | |
| Glendale NH Property, L.L.C. | Delaware | |
| Gonzales Texas Property, L.L.C. | Delaware | |
| Great Bend Property, L.L.C. | Delaware | |
| Greenbough, LLC | Delaware | |
| Greenville Kentucky Property, L.L.C. | Delaware | |
| HHM Aviv, L.L.C. | Delaware | |
| Hidden Acres Property, L.L.C. | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Highland Leasehold, L.L.C. | Delaware | |
| Hot Springs Atrium Owner, LLC | Delaware | |
| Hot Springs Aviv, L.L.C. | Delaware | |
| Hot Springs Cottages Owner, LLC | Delaware | |
| Hot Springs Marina Owner, LLC | Delaware | |
| Houston Texas Aviv, L.L.C. | Delaware | |
| Hutchinson Kansas, L.L.C. | Delaware | |
| Illinois Missouri Properties, L.L.C. | Delaware | |
| Iowa Lincoln County Property, L.L.C. | Delaware | |
| Jasper Springhill Street, L.L.C. | Delaware | |
| Kansas Five Property, L.L.C. | Delaware | |
| Karan Associates Two, L.L.C. | Delaware | |
| Karan Associates, L.L.C. | Delaware | |
| Karissa Court Property, L.L.C. | Delaware | |
| KB Northwest Associates, L.L.C. | Delaware | |
| Kentucky NH Properties, L.L.C. | Delaware | |
| Kingsville Texas, L.L.C. | Delaware | |
| LAD I Real Estate Company, LLC | Delaware | |
| Louisville Dutchmans Property, L.L.C. | Delaware | |
| Magnolia Drive Property, L.L.C. | Delaware | |
| Manor Associates, L.L.C. | Delaware | |
| Mansfield Aviv, L.L.C. | Delaware | |
| Massachusetts Nursing Homes, L.L.C. | Delaware | |
| McCarthy Street Property, L.L.C. | Delaware | |
| Minnesota Associates, L.L.C. | Delaware | |
| Mishawaka Property, L.L.C. | Delaware | |
| Missouri Associates, L.L.C. | Delaware | |
| Missouri Regency Associates, L.L.C. | Delaware | |
| Monterey Park Leasehold Mortgage, L.L.C. | Delaware | |
| Mount Washington Property, L.L.C. | Delaware | |
| Mt. Vernon Texas, L.L.C. | Delaware | |
| Murray County, L.L.C. | Delaware | |
| Muscatine Toledo Properties, L.L.C. | Delaware | |
| New Hope Property, L.L.C. | Delaware | |
| Newtown ALF Property, L.L.C. | Delaware | |
| Nicholasville Kentucky Property, L.L.C. | Delaware | |
| North Las Vegas LLC | Delaware | |
| North Royalton Ohio Property, L.L.C. | Delaware | |
| Norwalk ALF Property, L.L.C. | Delaware | |
| NRS Ventures, L.L.C. | Delaware | |
| Oakland Nursing Homes, L.L.C. | Delaware | |
| October Associates, L.L.C. | Delaware | |
| Ogden Associates, 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 |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| 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 | |
| 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) Lutz, LLC | Delaware | |
| OHI Asset (FL), LLC | Delaware | |
| OHI Asset (GA) Dunwoody, LLC | Delaware | |
| OHI Asset (GA) Macon, LLC | Delaware | |
| OHI Asset (GA) Moultrie, LLC | Delaware | |
| OHI Asset (GA) Roswell, 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) Baton Rouge, LLC | Delaware | |
| OHI Asset (LA), LLC | Delaware |
Schedule I
Subsidiary Guarantors
| 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 (NY) 2nd Avenue, LLC | Delaware | |
| OHI Asset (NY) 93rd Street, LLC | Delaware | |
| OHI Asset (OH) Lender, LLC | Delaware | |
| OHI Asset (OH), LLC | Delaware | |
| OHI Asset (OR) Portland, LLC | Delaware | |
| OHI Asset (OR) Troutdale, LLC | Delaware | |
| OHI Asset (PA) GP, LLC | Delaware | |
| OHI Asset (PA) West Mifflin, LP | 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 Griffith, LLC | Delaware | |
| OHI Asset (SC) Greenville Laurens, LLC | Delaware | |
| OHI Asset (SC) Greenville North, LLC | Delaware | |
| OHI Asset (SC) Greenville, 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 | |
| OHI Asset (TN) Bartlett, LLC | Delaware | |
| OHI Asset (TN) Collierville, LLC | Delaware | |
| OHI Asset (TN) Jefferson City, LLC | Delaware | |
| OHI Asset (TN) Memphis, LLC | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| OHI Asset (TN) Rogersville, 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 CHG ALF, LLC | Delaware | |
| OHI Asset CSB LLC | Delaware | |
| OHI Asset CSE – E, LLC | Delaware | |
| OHI Asset CSE – U, LLC | Delaware | |
| OHI Asset CSE–E Subsidiary, LLC | Delaware | |
| OHI Asset CSE–U Subsidiary, LLC | Delaware | |
| OHI Asset HUD CFG, LLC | Delaware | |
| OHI Asset HUD Delta, LLC | Delaware | |
| OHI Asset HUD H-F, 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 Management, LLC | Delaware | |
| OHI Asset RO PMM Services, LLC | Delaware | |
| OHI Asset RO, LLC | Delaware | |
| OHI Asset, LLC | Delaware | |
| OHI Healthcare Properties Holdco, Inc. | Delaware | |
| OHI Healthcare Properties Limited Partnership | Delaware | |
| OHI Mezz Lender, LLC | Delaware | |
| Ohio Aviv Three, L.L.C. | Delaware | |
| Ohio Aviv Two, L.L.C. | Delaware | |
| Ohio Aviv, L.L.C. | Delaware | |
| Ohio Indiana Property, L.L.C. | Delaware | |
| Ohio Pennsylvania Property, L.L.C. | Delaware | |
| Oklahoma Two Property, L.L.C. | Delaware | |
| Oklahoma Warr Wind, L.L.C. | Delaware |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Omaha Associates, L.L.C. | Delaware | |
| Orange ALF Property, L.L.C. | Delaware | |
| Oregon Associates, L.L.C. | Delaware | |
| Oso Avenue Property, L.L.C. | Delaware | |
| Ostrom Avenue Property, L.L.C. | Delaware | |
| Panama City Nursing Center LLC | Delaware | |
| Peabody Associates Two, L.L.C. | Delaware | |
| Peabody Associates, L.L.C. | Delaware | |
| Pennington Road Property, L.L.C. | Delaware | |
| Pocatello Idaho Property, L.L.C. | Delaware | |
| Prescott Arkansas, L.L.C. | Delaware | |
| Ravenna Ohio Property, L.L.C. | Delaware | |
| Richland Washington, L.L.C. | Delaware | |
| Riverside Nursing Home Associates Two, L.L.C. | Delaware | |
| Riverside Nursing Home Associates, L.L.C. | Delaware | |
| Rockingham Drive Property, L.L.C. | Delaware | |
| S.C. Portfolio Property, L.L.C. | Delaware | |
| Salem Associates, L.L.C. | Delaware | |
| San Juan NH Property, LLC | Delaware | |
| Sandalwood Arkansas Property, L.L.C. | Delaware | |
| Savoy/Bonham Venture, L.L.C. | Delaware | |
| Searcy Aviv, L.L.C. | Delaware | |
| Sedgwick Properties, L.L.C. | Delaware | |
| Seguin Texas Property, L.L.C. | Delaware | |
| Sierra Ponds Property, L.L.C. | Delaware | |
| Skyler Maitland LLC | Delaware | |
| Skyview Associates, L.L.C. | Delaware | |
| Southeast Missouri Property, L.L.C. | Delaware | |
| Southern California Nevada, L.L.C. | Delaware | |
| St. Joseph Missouri Property, L.L.C. | Delaware | |
| Star City Arkansas, L.L.C. | Delaware | |
| Stephenville Texas Property, L.L.C. | Delaware | |
| Stevens Avenue Property, L.L.C. | Delaware | |
| Suwanee, LLC | Delaware | |
| Texas Fifteen Property, L.L.C. | Delaware | |
| Texas Four Property, L.L.C. | Delaware | |
| Texhoma Avenue Property, L.L.C. | Delaware | |
| Tujunga, L.L.C. | Delaware | |
| Tulare County Property, L.L.C. | Delaware | |
| VRB Aviv, L.L.C. | Delaware | |
| Washington Idaho Property, L.L.C. | Delaware | |
| Wellington Leasehold, L.L.C. | Delaware | |
| West Pearl Street, L.L.C. | Delaware | |
| West Yarmouth Property I, L.L.C. | Delaware | |
| Westerville Ohio Office Property, L.L.C. | Delaware | |
| Whitlock Street Property, L.L.C. | Delaware | |
| Willis Texas Aviv, L.L.C. | Delaware | |
| Yuba Aviv, L.L.C. | Delaware | |
| Florida Real Estate Company, LLC | Florida | |
| Pensacola Real Estate Holdings I, LLC | Florida |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Pensacola Real Estate Holdings II, LLC | Florida | |
| Pensacola Real Estate Holdings III, LLC | Florida | |
| Pensacola Real Estate Holdings IV, LLC | Florida | |
| Pensacola Real Estate Holdings V, LLC | Florida | |
| Skyler Pensacola, LLC | Florida | |
| Chippewa Valley, L.L.C. | Illinois | |
| Commerce Nursing Homes, L.L.C. | Illinois | |
| Effingham Associates, L.L.C. | Illinois | |
| Heritage Monterey Associates, L.L.C. | Illinois | |
| Hobbs Associates, L.L.C. | Illinois | |
| Idaho Associates, L.L.C. | Illinois | |
| Montana Associates, L.L.C. | Illinois | |
| OHI (Illinois), LLC | Illinois | |
| Orange, L.L.C. | Illinois | |
| Pomona Vista L.L.C. | Illinois | |
| Red Rocks, L.L.C. | Illinois | |
| Rose Baldwin Park Property L.L.C. | Illinois | |
| Santa Ana-Bartlett, L.L.C. | Illinois | |
| Santa Fe Missouri Associates, L.L.C. | Illinois | |
| Sun-Mesa Properties, L.L.C. | Illinois | |
| Washington-Oregon Associates, L.L.C. | Illinois | |
| Watauga Associates, L.L.C. | Illinois | |
| OHI (Indiana), LLC | Indiana | |
| OHI (Iowa), LLC | Iowa | |
| Sterling Acquisition, LLC | Kentucky | |
| 48 High Point Road, LLC | Maryland | |
| Arizona Lessor – Infinia, LLC | Maryland | |
| Bayside Street, LLC | Maryland | |
| Colorado Lessor - Conifer, LLC | Maryland | |
| Delta Investors I, LLC | Maryland | |
| Delta Investors II, LLC | Maryland | |
| Florida Lessor – Meadowview, LLC | Maryland | |
| Georgia Lessor - Bonterra/Parkview, LLC | Maryland | |
| Indiana Lessor – Wellington Manor, LLC | Maryland | |
| OHI Asset (PA), LP | Maryland | |
| OHI Asset II (PA), LP | Maryland | |
| OHI Asset III (PA), LP | Maryland | |
| OHI Asset IV (PA) Silver Lake, LP | Maryland | |
| OHI Tennessee, LLC | Maryland | |
| Omega Healthcare Investors, Inc. | Maryland | |
| Omega TRS I, Inc. | Maryland | |
| PV Realty–Willow Tree, LLC | Maryland | |
| Texas Lessor – Stonegate GP, LLC | Maryland | |
| Texas Lessor – Stonegate, Limited, LLC | Maryland | |
| Texas Lessor – Stonegate, LP | Maryland | |
| Washington Lessor – Silverdale, LLC | Maryland | |
| OHIMA, LLC | Massachusetts | |
| 1200 Ely Street Holdings Co. LLC | Michigan | |
| 42235 County Road Holdings Co. LLC | Michigan | |
| Dixie White House Nursing Home, LLC | Mississippi |
Schedule I
Subsidiary Guarantors
| Subsidiary Guarantors | State or other jurisdiction of formation | |
| Ocean Springs Nursing Home, LLC | Mississippi | |
| Skyler Boyington, LLC | Mississippi | |
| Skyler Florida, LLC | Mississippi | |
| Alamogordo Aviv, L.L.C. | New Mexico | |
| Clayton Associates, L.L.C. | New Mexico | |
| N.M. Bloomfield Three Plus One Limited Company | New Mexico | |
| N.M. Espanola Three Plus One Limited Company | New Mexico | |
| N.M. Lordsburg Three Plus One Limited Company | New Mexico | |
| N.M. Silver City Three Plus One Limited Company | New Mexico | |
| Raton Property Limited Company | New Mexico | |
| Canton Health Care Land, LLC | Ohio | |
| Colonial Gardens, LLC | Ohio | |
| Dixon Health Care Center, LLC | Ohio | |
| Hutton I Land, LLC | Ohio | |
| Hutton II Land, LLC | Ohio | |
| Hutton III Land, LLC | Ohio | |
| Leatherman 90-1, LLC | Ohio | |
| Leatherman Partnership 89-1, LLC | Ohio | |
| Leatherman Partnership 89-2, LLC | Ohio | |
| Meridian Arms Land, LLC | Ohio | |
| Orange Village Care Center, LLC | Ohio | |
| St. Mary’s Properties, LLC | Ohio | |
| The Suburban Pavilion, LLC | Ohio | |
| Wilcare, LLC | Ohio | |
| Bala Cynwyd Real Estate, LP | Pennsylvania | |
| Pavillion North Partners, LLC | Pennsylvania | |
| Pavillion North, LLP | Pennsylvania | |
| Pavillion Nursing Center North, LLC | Pennsylvania | |
| Wheeler Healthcare Associates, L.L.C. | Texas |