October 12, 2010
Omega Healthcare Investors, Inc.
200 International Circle
Suite 3500
Hunt Valley, Maryland 21030
Re: Registration Statement on Form S-4 filed by Omega Healthcare Investors, Inc.
Ladies and Gentlemen:
We have acted as special Alabama counsel to Bayside Alabama Healthcare Second, Inc., an Alabama corporation (the “Alabama Subsidiary”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”) and the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors&# 8221;) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Parent (the “Exchange Offer”) to exchange up to $200,000,000 in aggregate principal amount of the Parent’s registered 7½% Senior Notes due 2020 (the “Exchange Notes”) for an equal aggregate principal amount of up to $200,000,000 of its existing 7½% Senior Notes due 2020, issued and outstanding in the aggregate principal amount of $200,000,000 (the “Initial Notes”), un der the indenture dated as of February 9, 2010 (the “Original Indenture”), among the Parent, the Subsidiary Guarantors signatory thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of June 23, 2010, and by that certain Second Supplemental Indenture dated as of September 2, 201 0, each among the Parent, the Subsidiary Guarantors signatory thereto and the Trustee (the Original Indenture, as so supplemented, being herein referred to as the “Indenture”) The Trustee and each Holder are referred to collectively herein as the “Beneficiaries”. 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 Alabama law.
In connection herewith, we have examined:
| (1) | the Registration Statement (including all exhibits thereto); |
| (2) | an executed copy of the Indenture, including the guarantees of the Initial Notes and the Exchange Notes (each, a “Guarantee”) provided for therein; |
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| (3) | executed copies of the Initial Notes; |
| (4) | the form of the Exchange Notes; |
| (5) | the Articles of Incorporation and Bylaws of the Alabama Subsidiary as in effect on the date hereof and as certified by the applicable Secretary, Assistant Secretary or other appropriate representative of the Alabama Subsidiary (the “Organizational Documents”); |
| (6) | Certificate of Existence from the Secretary of State of the State of Alabama (the “State”) dated October 4, 2010 as to the Alabama Subsidiary; |
| (7) | Certificate of Good Standing from the Department of Revenue of the State dated October 4, 2010 as to the Alabama Subsidiary; and |
| (8) | certificates of the respective Secretaries, Assistant Secretaries or other appropriate representatives of the Alabama Subsidiary, certifying as to resolutions relating to the transactions referred to herein, the incumbency of officers, and such other matters as we have deemed appropriate. |
The documents referenced as items (1) through (4) above are collectively referred to as the “Transaction Documents.”
We have relied upon such certificates and other documents of public officials and officers of the Alabama Subsidiary as we have deemed relevant or proper as a basis for this opinion. In this regard, we have relied as to factual matters on the representations and warranties contained in the Transaction Documents.
Assumptions
In addition, we have, with your permission, relied without independent investigation, upon each of the following assumptions:
(a) Each of the parties to the Transaction Documents other than the Alabama Subsidiary is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.
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(b) Each party to the Transaction Documents that is not an entity organized under the laws of the State, either is qualified to do business as a foreign entity in the State1 or has not and will not engage in activities that would require such qualification.
(c) The documents submitted to us as originals are authentic and the documents submitted to us as copies conform to the original, executed documents; and all blank spaces contained in the documents submitted to us as originals were properly completed.
(d) Each party to the Transaction Documents other than the Alabama Subsidiary has the requisite power and authority to execute, deliver and perform its respective obligations under the Transaction Documents.
(e) The execution and delivery of the Transaction Documents by the parties thereto other than the Alabama Subsidiary and that such execution and delivery by such parties were duly authorized by such parties.
(f) The genuineness of the signatures of all persons signing any document, instrument or certificate other than persons signing on behalf of the Alabama Subsidiary.
(g) The Transaction Documents are valid and enforceable against each of the parties thereto (other than the Alabama Subsidiary to the extent opined on below).
(h) No bankruptcy, insolvency or similar proceeding is pending against any party to the Transaction Documents (other than the Alabama Subsidiary).
(i) The performance by the parties of their respective obligations under the Transaction Documents do not and will not contravene or conflict with any applicable law, rule or regulation of any jurisdiction (except that this assumption does not apply to any law, rule or regulation of the State, to the extent covered by the following provisions of this opinion), or any contract, judgment, order or decree of any court or regulatory body applicable to any of the parties or by which any of such parties or their property may be bound.
_________________
1 In this opinion, the phrase “qualified to do business in Alabama” by a foreign corporation or other entity refers to such entity’s obtaining and holding a duly issued and validly effective certificate of authority or certificate of registration (as a applicable) from the Secretary of State of the State to transact business in the State under the applicable provisions of the Code of Alabama (1975), as amended, which certificate has not been revoked, and compliance by such entity with all provisions of the law of the State relating to foreign entity transacting or doing business in the State, including, but not limited to the Alabama Business Corporation Act, the Alabama Limited Liability Act, the tax statutes of the Sta te relating to foreign entities and Section 232 of the Constitution of Alabama 1901.
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(j) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence on the part of any party to or beneficiary of the Transaction Documents.
(k) Each party to the Transaction Documents has complied with and will comply with all material terms and conditions of the Transaction Documents to be complied with by it with respect to the issuance of the Guarantees and the Exchange Notes, and its conduct and the conduct of the other parties to the Transaction Documents has complied and will comply with all requirements of good faith, fair dealing and conscionability.
(l) A court will enforce the provisions of the Transaction Documents that provide that they are to be governed by the laws of the State of New York, and that the laws of the State of New York are the same in all material respects as the laws of the State.
Opinion
Based upon the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Parent and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes in accordance with the provisions of the Indenture upon consummation of the Exchange Offer, and otherwise in accordance with the terms of the Registration Statement and the exhibits thereto, the Guarantee executed by the Alabama Subsidiary is a valid and binding obligation of the Alabama Subsidiary.
Qualifications and Limitations
The opinions set forth above are subject to the following additional qualifications and limitations:
(a) Our advice on every legal issue addressed in this letter is based exclusively on the internal law of Alabama. Accordingly, we express no opinion as to matters governed by the laws of any other state or jurisdiction, and we express no opinion as to the laws of any county, municipality or other political subdivision of the State. Without limiting the generality of the foregoing, none of the opinions or advice contained in this letter cover or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. Federal securities laws and regulations (including the Investment Company Act of 1940 and all other laws and regulations administered by the United States Securities and Exchange Commission, except as expressly provided herein), state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;
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2. Fraudulent transfer and fraudulent conveyance laws;
3. Federal and state tax laws and regulations;
4. Other Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);
5. Any laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act); and
6. The effect of any law, regulation or order which hereafter becomes effective.
(b) Our opinions are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally.
(c) Our opinions are subject to the effect of general principles of equity, including, without limitation, limitations on the availability of equitable remedies and concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).
(d) A court of equity could enjoin the Beneficiaries from enforcing its remedies under the Transaction Documents by reason of any unconscionable or inequitable conduct on the Beneficiaries’ part, or if there are equitable defenses, defenses arising from the Beneficiaries’ failure to act in accordance with the terms and provisions of the Transaction Documents, defenses arising as a consequence of the expiration of any period of limitation of actions, or defenses arising out of the doctrine of laches.
We express no opinion herein as to the enforceability of the Exchange Notes.
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.
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Our advice on each legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our opinion on that issue is based. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute that may arise in the future. It is possible that some terms of the Transaction Documents may not prove enforceable for reasons other than those cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent you from realizing the principal benefits purported to be provided by the Transaction Documents.
This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.
We do not render any opinions except as expressly set forth above. The opinion set forth herein is made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions “Legal Matters.” In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ MAYNARD, COOPER & GALE, P.C. | |
| MAYNARD, COOPER & GALE, P.C. |
;
Schedule I
Subsidiary Guarantors
(* indicates an Opinion Subsidiary)
| Subsidiary | State or other jurisdiction of formation |
| Arizona Lessor - Infinia, Inc. | Maryland |
| Baldwin Health Center, Inc. | Pennsylvania |
| Bayside Alabama Healthcare Second, Inc. | Alabama |
| Bayside Arizona Healthcare Associates, Inc. | Arizona |
| Bayside Arizona Healthcare Second, Inc. | Arizona |
| Bayside Colorado Healthcare Associates, Inc. | Colorado |
| Bayside Colorado Healthcare Second, Inc. | Colorado |
| Bayside Indiana Healthcare Associates, Inc. | Indiana |
| Bayside Street II, Inc. | Delaware |
| Bayside Street, Inc. | Maryland |
| Canton Health Care Land, Inc. | Ohio |
| Carnegie Gardens LLC | Delaware |
| Center Healthcare Associates, Inc. | Texas |
| Cherry Street – Skilled Nursing, Inc. | Texas |
| Colonial Gardens, LLC | Ohio |
| Colorado Lessor - Conifer, Inc. | Maryland |
| Copley Health Center, Inc. | Ohio |
| CSE Albany LLC | Delaware |
| CSE Amarillo LLC | Delaware |
| CSE Anchorage LLC | Delaware |
| CSE Arden L.P. | Delaware |
| CSE Augusta LLC | Delaware |
| 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 |
| Omega Healthcare Investors, Inc. |
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| Subsidiary | State or other jurisdiction of formation |
| CSE Chesterton LLC | Delaware |
| CSE Claremont LLC | Delaware |
| CSE Corpus North LLC | Delaware |
| CSE Crane LLC | Delaware |
| CSE Denver Iliff LLC | Delaware |
| CSE Denver LLC | Delaware |
| CSE Douglas LLC | Delaware |
| CSE Dumas LLC | Delaware |
| CSE Elkton LLC | Delaware |
| CSE Elkton Realty LLC | Delaware |
| CSE Fairhaven LLC | Delaware |
| CSE Fort Wayne LLC | Delaware |
| CSE Frankston LLC | Delaware |
| CSE Georgetown LLC | Delaware |
| CSE Green Bay LLC | Delaware |
| CSE Hilliard LLC | Delaware |
| CSE Huntingdon LLC | Delaware |
| CSE Huntsville LLC | Delaware |
| CSE Indianapolis-Continental LLC | Delaware |
| CSE Indianapolis-Greenbriar LLC | Delaware |
| CSE Jacinto City LLC | Delaware |
| CSE Jefferson City LLC | Delaware |
| CSE Jeffersonville-Hillcrest Center LLC | Delaware |
| 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 |
| Omega Healthcare Investors, Inc. |
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| Subsidiary | State or other jurisdiction of formation |
| CSE Moore LLC | Delaware |
| CSE North Carolina Holdings I LLC | Delaware |
| CSE North Carolina Holdings II LLC | Delaware |
| CSE Omro LLC | Delaware |
| CSE Orange Park LLC | Delaware |
| CSE Orlando-Pinar Terrace Manor LLC | Delaware |
| CSE Orlando-Terra Vista Rehab LLC | Delaware |
| CSE Pennsylvania Holdings | Delaware |
| CSE Piggott LLC | Delaware |
| CSE Pilot Point LLC | Delaware |
| CSE Ponca City LLC | Delaware |
| CSE Port St. Lucie LLC | Delaware |
| CSE Richmond LLC | Delaware |
| CSE Ripley LLC | Delaware |
| 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 |
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| Subsidiary | State or other jurisdiction of formation |
| 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 |
| 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 (MI), LLC | Delaware |
| OHI Asset (MO), LLC | Delaware |
| OHI Asset (OH) Lender, LLC | Delaware |
| OHI Asset (OH) New Philadelphia, LLC | Delaware |
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| Subsidiary | State or other jurisdiction of formation |
| OHI Asset (OH), LLC | Delaware |
| OHI Asset (PA) Trust | Maryland |
| OHI Asset (PA), LLC | Delaware |
| OHI Asset (SMS) Lender, Inc. | Maryland |
| OHI Asset (TX), LLC | Delaware |
| OHI Asset CSB LLC | Delaware |
| OHI Asset CSE – E, LLC | Delaware |
| OHI Asset CSE – U, LLC | Delaware |
| OHI Asset Essex (OH), LLC | Delaware |
| OHI Asset II (CA), LLC | Delaware |
| OHI Asset II (FL), LLC | Delaware |
| OHI Asset II (PA) Trust | Maryland |
| OHI Asset III (PA) Trust | Maryland |
| OHI Asset IV (PA) Silver Lake Trust | Maryland |
| OHI Asset, LLC | Delaware |
| OHI of Texas, Inc. | Maryland |
| OHI Sunshine, Inc. | Florida |
| OHI Tennessee, Inc. | Maryland |
| OHIMA, Inc. | Massachusetts |
| Omega (Kansas), Inc. | Kansas |
| Omega TRS I, Inc. | Maryland |
| Orange Village Care Center, Inc. | Ohio |
| OS Leasing Company | Kentucky |
| Panama City Nursing Center LLC | Delaware |
| Parkview – Skilled Nursing, Inc. | Texas |
| Pavillion North Partners, Inc. | Pennsylvania |
| Pavillion North, LLP | Pennsylvania |
| Pavillion Nursing Center North, Inc. | Pennsylvania |
| Pine Texarkana Healthcare Associates, Inc. | Texas |
| 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 |
| Omega Healthcare Investors, Inc. |
| Page 12 |
| Subsidiary | State or other jurisdiction of formation |
| 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 |