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. | ||
| SEC File No.: 333-168696 |
Ladies and Gentlemen:
We have served as special Florida counsel to OHI (Florida), Inc., a Florida corporation (“OHIF”), OHI Sunshine, Inc., a Florida corporation (“OHIS”), and Florida Real Estate Company, LLC, a Florida limited liability company (“FREC” and, together with OHIF and OHIS, 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 connecti on with the Registration Statement on Form S-4 (SEC File No. 333-168696) (the “Registration Statement”) filed by the Parent and the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Parent (the “Exchange Offer”) to exchange up to $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 its existing 7½% Senior Notes due 2020 issued and outstanding in the aggregate principal amount of $200,000,000 (the “Initial Notes”), under 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, 2010, 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”). 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.
Omega Healthcare Investors, Inc.
October 12, 2010
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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 guarantees of the Initial Notes and the Exchange Notes (each, a “Guarantee”) provided for therein; |
| (iii) | the Initial Notes; |
| (iv) | the form of the Exchange Notes; |
| (v) | the Articles of Incorporation of OHIF and all amendments thereto, certified as true and correct by the Secretary of OHIF as of October 5, 2010; |
| (vi) | the Bylaws of OHIF and all amendments thereto, certified as true, correct and complete by the Secretary of OHIF as of October 5, 2010; |
| (vii) | corporate resolutions adopted by written consent of the Board of Directors of OHIF as of February 4, 2010, authorizing, among other things, the execution and delivery by OHIF of a Guarantee, certified as true, correct and complete by the Secretary of OHIF as of October 5, 2010; |
| (viii) | a Certificate of the Secretary of State of Florida issued on October 4, 2010, stating, among other things, that as of such date OHIF is a corporation organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2010, and its status is active; |
| (ix) | the Articles of Incorporation of OHIS and all amendments thereto, certified as true and correct by the Secretary of OHIS as of October 5, 2010; |
| (x) | the Bylaws of OHIS and all amendments thereto, certified as true, correct and complete by the Secretary of OHIS as of October 5, 2010; |
| (xi) | corporate resolutions adopted by written consent of the Board of Directors of OHIS as of February 4, 2010, authorizing, among other things, the execution and delivery by OHIS of a Guarantee, certified as true, correct and complete by the Secretary of OHIS as of October 5, 2010; |
| (xii) | a Certificate of the Secretary of State of Florida issued on October 4, 2010, stating, among other things, that as of such date OHIS is a corporation organized under the laws of the State of Florida, has paid all fees due to the Department of State of Florida through December 31, 2010, and its status is active; |
| (xiii) | the Articles of Organization of FREC, certified as true and correct by the Secretary of FREC as of October 5, 2010; |
Omega Healthcare Investors, Inc.
October 12, 2010
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| (xiv) | 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 October 5, 2010; |
| (xv) | resolutions adopted by written consent of the sole member of FREC as of February 4, 2010, 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 October 5, 2010; and |
| (xvi) | a Certificate of the Secretary of State of Florida issued on October 4, 2010, 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, 2010, 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 (xvi) 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 documentat ion 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.
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 ef fect, 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; (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 do cument 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 Tran saction 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.
Omega Healthcare Investors, Inc.
October 12, 2010
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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 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 obl igation of each such Florida Subsidiary.
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, perfecti on, 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 l ocal 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.
Omega Healthcare Investors, Inc.
October 12, 2010
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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.
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.
Omega Healthcare Investors, Inc.
October 12, 2010
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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/ Akerman Senterfitt | |
| Akerman Senterfitt |
Schedule I
Subsidiary Guarantors
| 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 |
| 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 |
Schedule I
Subsidiary Guarantors
| Subsidiary | State or other jurisdiction of formation |
| 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 |
| 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 |
Schedule I
Subsidiary Guarantors
| Subsidiary | State or other jurisdiction of formation |
| 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 |
| 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 |
Schedule I
Subsidiary Guarantors
| Subsidiary | State or other jurisdiction of formation |
| 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), 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 |
| 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 |
Schedule I
Subsidiary Guarantors
| Subsidiary | State or other jurisdiction of formation |
| 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 |