Exhibit 5.1
August 9, 2010
Omega Healthcare Investors, Inc.
200 International Circle
Suite 3500
Hunt Valley, Maryland 21030
Re: Registration Statement on Form S-4 filed by Omega Healthcare Investors, Inc.
Ladies and Gentlemen:
We have served as counsel to Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Company and by 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 Company (the “Exchange Offer”) to exchange up to $200,000,000 in aggregate principal amount of the Company’s issued and outstanding 7½% Senior Notes due 2020 (the “Exchange Notes”) for aggregate principal amount of up to $200,000,000 of its issued and outstanding 7½% Senior Notes due 2020 (the “Initial Notes”), under the indenture dated as of February 9, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms which are defined in the Indent ure shall have the same meanings when used herein, unless otherwise specified.
In connection herewith, we have examined:
| (1) | the Registration Statement (including all exhibits thereto); |
| (2) | an executed copy of the Indenture, including the guarantees of the Initial Notes and the Exchange Notes (each, a “Guarantee”) provided for therein; |
| (3) | executed copies of the Initial Notes; |
| (4) | the form of the Exchange Notes; |
| (5) | the charter, certificate or articles of incorporation, formation or trust and bylaws, limited liability company agreement, limited partnership agreement or other organizational documents of the Subsidiary Guarantors identified as “Identified Guarantors” on Schedule I hereto (the “Identified Guarantors”) as in effect on the date hereof and as certified by the applicable Secretary, Assistant Secretary or other appropriate representative of such company (the “Organizational Documents”); |
| (6) | a certificate of legal existence and good standing for the Company and each of the Identified Guarantors as of a recent date; and |
| (7) | certificates of the respective Secretaries, Assistant Secretaries or other appropriate representatives of each of the Company and the Identified Guarantors, certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers. |
Omega Healthcare Investors, Inc.
August 9, 2010
Page 2
The documents referenced as items (1) through (4) above are collectively referred to as the “Transaction Documents.”
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate, limited liability company, limited partnership or trust records, agreements and instruments of the Company and the Identified Guarantors, certificates of public officials and officers or other appropriate representatives of the Company and the Identified Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Transaction Documents and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and th e conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Company and the Identified Guarantors.
In connection herewith, we have assumed that, other than with respect to the Company and the Identified Guarantors, 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 assumed, with your permission, that each of the Subsidiary Guarantors other than the Identified Guarantors (the “Non-Identified Guarantors”) has been duly organized and is validly existing in good standing under the laws of its state of organization or formation, the execution and delivery by such Non-Identified 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 corporate, limited liability company, limited partnership or trust action on its part, each of the Transaction Documents to which it is a party has been duly executed and delivered by it and the execution and delivery by it of the Transaction Docu ments 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.
Omega Healthcare Investors, Inc.
August 9, 2010
Page 3
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Company and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes in accordance with the provisions of the Indenture upon consummation of the Exchange Offer, and otherwise in accordance with the terms of the Registration Statement and the exhibits thereto, (a) the Exchange Notes will constitute valid and binding obligations of the Company and (b) the Guarantee of each Iden tified Guarantor provided for in the Indenture will constitute a valid and binding obligation of such Identified 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 opinions herein reflect only the application of applicable Delaware, Maryland and New York state law (excluding the securities and blue sky laws of such states, as to which we express no opinion) and the federal laws of the United States of America. 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 r endering 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 or the Guarantees.
(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.
We do not render any opinions except as 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.
/s/ Bryan Cave LLP
Schedule I
Subsidiary Guarantors
(* indicates an Identified Guarantor)
| Subsidiary | State or other jurisdiction of formation |
| Arizona Lessor - Infinia, Inc.* | Maryland |
| Baldwin Health Center, Inc. | Pennsylvania |
| Bayside Alabama Healthcare Second, Inc. | Alabama |
| Bayside Arizona Healthcare Associates, Inc. | Arizona |
| Bayside Arizona Healthcare Second, Inc. | Arizona |
| Bayside Colorado Healthcare Associates, Inc. | Colorado |
| Bayside Colorado Healthcare Second, Inc. | Colorado |
| Bayside Indiana Healthcare Associates, Inc. | Indiana |
| Bayside Street II, Inc.* | Delaware |
| Bayside Street, Inc.* | Maryland |
| Canton Health Care Land, Inc. | Ohio |
| Carnegie Gardens LLC* | Delaware |
| Center Healthcare Associates, Inc. | Texas |
| Cherry Street – Skilled Nursing, Inc. | Texas |
| Colonial Gardens, LLC | Ohio |
| Colorado Lessor - Conifer, Inc.* | Maryland |
| Copley Health Center, Inc. | Ohio |
| CSE Albany LLC* | Delaware |
| CSE Amarillo LLC* | Delaware |
| CSE Anchorage LLC* | Delaware |
| CSE Arden L.P.* | Delaware |
| CSE Augusta LLC* | Delaware |
| CSE Bedford LLC* | Delaware |
| CSE Blountville LLC* | Delaware |
| CSE Bolivar LLC* | Delaware |
| CSE Cambridge LLC* | Delaware |
| CSE Cambridge Realty LLC* | Delaware |
| CSE Camden LLC* | Delaware |
| CSE Canton LLC* | Delaware |
| CSE Casablanca Holdings II LLC* | Delaware |
| CSE Casablanca Holdings LLC* | Delaware |
| CSE Cedar Rapids LLC* | Delaware |
| CSE Centennial Village | Delaware |
| CSE Chelmsford LLC* | Delaware |
| CSE Chesterton LLC* | Delaware |
| CSE Claremont LLC* | Delaware |
| CSE Corpus North LLC* | Delaware |
| CSE Crane LLC* | Delaware |
| CSE Denver Iliff LLC* | Delaware |
| CSE Denver LLC* | Delaware |
| CSE Douglas LLC* | Delaware |
| CSE Dumas LLC* | Delaware |
| CSE Elkton LLC* | Delaware |
| Subsidiary | State or other jurisdiction of formation |
| 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 Logansport LLC* | Delaware |
| CSE Lowell LLC* | Delaware |
| CSE Marianna Holdings LLC* | Delaware |
| CSE Memphis LLC* | Delaware |
| CSE Mobile LLC* | Delaware |
| CSE Moore LLC* | Delaware |
| CSE North Carolina Holdings I LLC* | Delaware |
| CSE North Carolina Holdings II LLC* | Delaware |
| CSE Omro LLC* | Delaware |
| CSE Orange Park LLC* | Delaware |
| CSE Orlando-Pinar Terrace Manor LLC* | Delaware |
| CSE Orlando-Terra Vista Rehab LLC* | Delaware |
| CSE Pennsylvania Holdings | Delaware |
| CSE Piggott LLC* | Delaware |
| CSE Pilot Point LLC* | Delaware |
| CSE Ponca City LLC* | Delaware |
| CSE Port St. Lucie LLC* | Delaware |
| Subsidiary | State or other jurisdiction of formation |
| 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 |
| Dallas – Skilled Nursing, Inc. | Texas |
| Delta Investors I, LLC* | Maryland |
| Delta Investors II, LLC* | Maryland |
| Desert Lane LLC* | Delaware |
| Dixon Health Care Center, Inc. | Ohio |
| Florida Lessor – Crystal Springs, Inc. * | Maryland |
| Florida Lessor – Emerald, Inc. * | Maryland |
| Florida Lessor – Lakeland, Inc. * | Maryland |
| Florida Lessor – Meadowview, Inc. * | Maryland |
| Florida Real Estate Company, LLC | Florida |
| Georgia Lessor - Bonterra/Parkview, Inc. * | Maryland |
| Greenbough, LLC* | Delaware |
| Hanover House, Inc. | Ohio |
| Heritage Texarkana Healthcare Associates, Inc. | Texas |
| House of Hanover, Ltd | Ohio |
| Hutton I Land, Inc. | Ohio |
| Hutton II Land, Inc. | Ohio |
| Hutton III Land, Inc. | Ohio |
| Indiana Lessor – Jeffersonville, Inc. * | Maryland |
| Indiana Lessor – Wellington Manor, Inc. * | Maryland |
| Jefferson Clark, Inc. * | Maryland |
| LAD I Real Estate Company, LLC* | Delaware |
| Lake Park – Skilled Nursing, Inc. | Texas |
| Leatherman 90-1, Inc. | Ohio |
| Leatherman Partnership 89-1, Inc. | Ohio |
| Subsidiary | State or other jurisdiction of formation |
| Leatherman Partnership 89-2, Inc. | Ohio |
| Long Term Care – Michigan, Inc. | Michigan |
| Long Term Care – North Carolina, Inc. | North Carolina |
| Long Term Care Associates – Illinois, Inc. | Illinois |
| Long Term Care Associates – Indiana, Inc. | Indiana |
| Long Term Care Associates – Texas, Inc. | Texas |
| Meridian Arms Land, Inc. | Ohio |
| North Las Vegas LLC* | Delaware |
| NRS Ventures, L.L.C. * | Delaware |
| OHI (Connecticut), Inc. | Connecticut |
| OHI (Florida), Inc. | Florida |
| OHI (Illinois), Inc. | Illinois |
| OHI (Indiana), Inc. | Indiana |
| OHI (Iowa), Inc. | Iowa |
| OHI (Kansas), Inc. | Kansas |
| OHI Asset (CA), LLC* | Delaware |
| OHI Asset (CO), LLC* | Delaware |
| OHI Asset (CT) Lender, LLC* | Delaware |
| OHI Asset (FL), LLC* | Delaware |
| OHI Asset (ID), LLC* | Delaware |
| OHI Asset (IL), LLC* | Delaware |
| OHI Asset (IN), LLC* | Delaware |
| OHI Asset (LA), LLC* | Delaware |
| OHI Asset (MI/NC), LLC* | Delaware |
| OHI Asset (MO), LLC* | Delaware |
| OHI Asset (OH) Lender, LLC* | Delaware |
| OHI Asset (OH) New Philadelphia, LLC* | Delaware |
| OHI Asset (OH), LLC* | Delaware |
| OHI Asset (PA) Trust* | Maryland |
| OHI Asset (PA), LLC* | Delaware |
| OHI Asset (SMS) Lender, Inc. * | Maryland |
| OHI Asset (TX), LLC* | Delaware |
| OHI Asset CSB LLC* | Delaware |
| OHI Asset CSE – E, LLC* | Delaware |
| OHI Asset CSE – U, LLC* | Delaware |
| OHI Asset Essex (OH), LLC* | Delaware |
| OHI Asset II (CA), LLC* | Delaware |
| OHI Asset II (FL), LLC* | Delaware |
| OHI Asset II (PA) Trust* | Maryland |
| OHI Asset III (PA) Trust* | Maryland |
| OHI Asset IV (PA) Silver Lake Trust* | Maryland |
| OHI Asset, LLC* | Delaware |
| OHI of Texas, Inc. * | Maryland |
| OHI Sunshine, Inc. | Florida |
| OHI Tennessee, Inc. * | Maryland |
| OHIMA, Inc. | Massachusetts |
| Subsidiary | State or other jurisdiction of formation |
| Omega (Kansas), Inc. | Kansas |
| Omega TRS I, Inc. * | Maryland |
| Orange Village Care Center, Inc. | Ohio |
| OS Leasing Company | Kentucky |
| Panama City Nursing Center LLC* | Delaware |
| Parkview – Skilled Nursing, Inc. | Texas |
| Pavillion North Partners, Inc. | Pennsylvania |
| Pavillion North, LLP | Pennsylvania |
| Pavillion Nursing Center North, Inc. | Pennsylvania |
| Pine Texarkana Healthcare Associates, Inc. | Texas |
| Reunion Texarkana Healthcare Associates, Inc. | Texas |
| San Augustine Healthcare Associates, Inc. | Texas |
| Skilled Nursing – Gaston, Inc. | Indiana |
| Skilled Nursing – Herrin, Inc. | Illinois |
| Skilled Nursing – Hicksville, Inc. | Ohio |
| Skilled Nursing – Paris, Inc. | Illinois |
| Skyler Maitland LLC* | Delaware |
| South Athens Healthcare Associates, Inc. | Texas |
| St. Mary’s Properties, Inc. | Ohio |
| Sterling Acquisition Corp. | Kentucky |
| Sterling Acquisition Corp. II | Kentucky |
| Suwanee, LLC* | Delaware |
| Texas Lessor – Stonegate GP, Inc. * | Maryland |
| Texas Lessor – Stonegate, Limited, Inc. * | Maryland |
| Texas Lessor – Stonegate, LP* | Maryland |
| Texas Lessor – Treemont, Inc. * | Maryland |
| The Suburban Pavilion, Inc. | Ohio |
| Washington Lessor – Silverdale, Inc. * | Maryland |
| Waxahachie Healthcare Associates, Inc. | Texas |
| West Athens Healthcare Associates, Inc. | Texas |
| Wilcare, LLC | Ohio |