Exhibit 5.2
| | LAW OFFICES |
| | |
| | 280 Trumbull Street |
| | Hartford, CT 06103-3597 |
| | Main (860) 275-8200 |
| | Fax (860) 275-8299 |
April 16, 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 Connecticut counsel to OHI (Connecticut), LLC, a Connecticut limited liability company (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 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 $250,000,000 in aggregate principal amount of the Parent’s registered 4.50% Senior Notes due 2025 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 4.50% Senior Notes due 2025 issued and outstanding in the aggregate principal amount of $250,000,000 (the “Initial Notes”), under the indenture dated as of September 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 (a) First Supplemental Indenture, dated as of November 25, 2014, (b) Second Supplemental Indenture, dated as of January 23, 2015, (c) Third Supplemental Indenture, dated as of March 2, 2015, and (d) Fourth Supplemental Indenture, dated as of April 1, 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 thenegotiation, 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
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April 16, 2015
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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.
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 articles of organization and operating agreement of the Connecticut Guarantor, as certified by the Secretary of the Connecticut Guarantor pursuant to a certificate dated as of April 16, 2015; |
| (6) | a certificate of legal existence for the Connecticut Guarantor issued by the Secretary of State of the State of Connecticut as of March 13, 2015; and |
| (7) | a certificate of the Secretary of the Connecticut Guarantor, dated as of April 16, 2015, 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
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governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Connecticut Guarantor.
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 onSchedule 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 onSchedule 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
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obligation of the Connecticut Guarantor.
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)
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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
(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.
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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 |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| Chardon Ohio Property, L.L.C. | | Delaware |
| Chatham Aviv, L.L.C. | | 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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) Macon, LLC | | Delaware |
| OHI Asset (GA) Moultrie, LLC | | Delaware |
| OHI Asset (GA) Snellville, LLC | | Delaware |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 (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 |
| OHI Asset (TN) Rogersville, LLC | | Delaware |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
| 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 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 |
| 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 |
| Subsidiary Guarantors | | State or other
Jurisdiction of Formation |
| | | |
| 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 |
SCHEDULE II
LOCAL COUNSEL
| Law Firm | | State(s) | | Exhibit |
| | | | | |
| Bryan Cave LLP | | Arizona California Colorado Delaware Illinois Maryland Texas | | 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 |
| | | | | |
| Butler Snow, LLP | | Mississippi | | Exhibit 5.9 |
| | | | | |
| Jones & Smith Law Firm, LLC | | New Mexico | | Exhibit 5.10 |
| | | | | |
| Dinsmore & Shohl LLP | | Ohio | | Exhibit 5.11 |
| | | | | |
| Montgomery, McCracken, Walker & Rhoads, LLP | | Pennsylvania | | Exhibit 5.12 |
