Exhibit 5.11
August 11, 2014
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 counsel in the State of Mississippi (the “State”) for (i) Dixie White House Nursing Home, Inc., a Mississippi corporation (“Dixie White House”); (ii) Ocean Springs Nursing Home, Inc., a Mississippi corporation (“Ocean Springs”); (iii) Skyler Florida, Inc., a Mississippi corporation (“Skyler Florida”); and (iv) Skyler Boyington, Inc., a Mississippi corporation (“Skyler Boyington” and, together with Dixie White House, Ocean Springs, and Skyler Florida, the “Mississippi Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Omega Healthcare Investors, Inc. (the “Parent”) and by the subsidiary guarantors listed on Schedule I hereto (the “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 $400,000,000 in aggregate principal amount of the Parent’s registered 4.950% Senior Notes due 2024 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 4.950% Senior Notes due 2024 issued and outstanding in the aggregate principal amount of $400,000,000 (the “Initial Notes”), under the indenture dated as of March 11, 2014 (the “Original Indenture”), among the Parent, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of June 27, 2014 (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 call your attention to the fact that we do not represent the Mississippi Guarantors on a regular basis and that we have represented the Mississippi Guarantors only in a limited capacity in connection with certain specific matters as to which we were consulted by the Mississippi Guarantors and we have not been engaged for any other purposes, and there may exist matters of a legal nature which could have a bearing on the Exchange Offer and the transactions related thereto with respect to which we have not been consulted.
Post Office Box 6010 Ridgeland, Mississippi 39158 | T 601.985.5711 F 601.985.4500 www.butlersnow.com | 1020 Highland Colony Parkway Suite 1400 Ridgeland, Mississippi 39157 |
Butler Snow LLP
Omega Healthcare Investors, Inc.
August 11, 2014
Page 2
In connection with this opinion, we have reviewed the following documents (items 1 through 4, inclusive, below are collectively referred to herein as the “Transaction Documents”):
| 1. | the Registration Statement (including all 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. | executed copies of the Initial Notes; |
| 4. | the form of the Exchange Notes; |
| 5. | Certificate dated August 11, 2014 of the Secretary of the Guarantors and certain other entities named therein certifying: |
| (a) | Restated Articles of Incorporation of Dixie White House as being in effect on the date of such certificate; |
| (b) | Bylaws of Dixie White House as being in effect on the date of such certificate; |
| (c) | Restated Articles of Incorporation of Ocean Springs as being in effect on the date of such certificate; |
| (d) | Bylaws of Ocean Springs as being in effect on the date of such certificate; |
| (e) | Restated Articles of Incorporation of Skyler Florida as being in effect on the date of such certificate; |
| (f) | Bylaws of Skyler Florida as being in effect on the date of such certificate; |
| (g) | Restated Articles of Incorporation of Skyler Boyington as being in effect on the date of such certificate; |
| (h) | Bylaws of Skyler Boyington as being in effect on the date of such certificate; |
| (i) | Resolutions adopted by the boards of directors of each Mississippi Guarantor and certain other entities named therein relating to the Transaction Documents and the transactions contemplated thereby, as being in effect on the date of such certificate; and |
| (j) | The incumbency and specimen signatures of certain officers of each Mississippi Guarantor and such other entities named therein; and |
Omega Healthcare Investors, Inc.
August 11, 2014
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| 6. | Separate Certificates issued by the Secretary of State of the State of Mississippi each dated June 13, 2014 and addressing the legal existence of the following entities (together, the “Certificates of Existence”): |
| (a) | Dixie White House; |
| (b) | Ocean Springs; |
| (c) | Skyler Florida; and |
| (d) | Skyler Boyington. |
We have also examined such certificates of public officials and of officers of the Mississippi Guarantors and other documents and records and such questions of law as we have deemed necessary as a basis for the opinions set forth below. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to various facts material to the opinions set forth herein, we have relied upon the statements and representations made in the Registration Statement and the Indenture and upon such certificates of public officials and of officers of the Mississippi Guarantors, which facts we have not independently verified. In rendering our opinion herein, we have relied upon the Certificates of Existence for the conclusions that each Mississippi Guarantor was duly formed and is validly existing.
For purposes of this opinion, we have assumed that:
1. Each Transaction Document, was duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the parties thereto other than the Mississippi Guarantors;
2. Consideration for the Transaction Documents has been delivered to the Mississippi Guarantors and is legally sufficient;
3. There are no written or oral terms and conditions agreed to by, or course of conduct or dealings between any of the parties to the Transaction Documents that amend, delete, supplement, alter or otherwise vary the express terms of any of the Transaction Documents;
4. The Transaction Documents, as executed and delivered, conform in all material respects to the drafts delivered to us, with all blank spaces appropriately completed and all appropriate exhibits attached; and
5. Each party has acted in good faith and without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Transaction Documents, and that the parties will act at all times in good faith and in a commercially reasonable manner.
The opinions set forth herein are limited to the law of the State, and we express no opinion herein as to the law of any other jurisdiction. Notwithstanding any governing law provisions contained in the Transactions Documents choosing New York law, we have for purposes of this opinion letter assumed that the courts will apply the laws of the State of Mississippi to the interpretation, construction and enforcement of the Transaction Documents.
Omega Healthcare Investors, Inc.
August 11, 2014
Page 4
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, (c) the Exchange Notes (in the form examined by us) have been duly executed and delivered by the Parent and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes, and (d) the Guarantees (in the form examined by us) have been duly executed and delivered by the 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, each Guarantee executed by a Mississippi Guarantor will constitute a valid and binding obligation of the Mississippi Guarantor that is a party thereto.
The opinion set forth above are subject to the following qualifications and limitations:
1. Our opinion herein is (a) limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting generally the rights or remedies of creditors or the obligations of debtors and (b) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
2. We call to your attention the fact that the Mississippi Supreme Court has not addressed the issue of enforceability of a contractual choice of law provision, however the United States Court of Appeals for the Fifth Circuit in FMC Finance Corp. v. Murphee, 632 F.2d 413 (5th Cir. 1980) applied Erie analysis to conclude that Mississippi law recognizes that parties may legitimately control the choice of substantive law in a contract as long as the state law selected bears a rational relation to the transaction, and we rely on that decision to the extent our opinion relates to the enforceability of the contractual choice of New York law. While the matter is not free from doubt, a state or federal court in the State applying State choice of law rules should give effect to the choice of law provisions of those Transaction Documents that choose the laws of New York except where (a) such court determines that the State of New York does not have sufficient contact to the parties to such Transaction Documents or the transaction contemplated by such Transaction Documents or (b) the result obtained from the application of the law of the State of New York would be contrary to the public policy or prejudicial to the interests of the State.
Omega Healthcare Investors, Inc.
August 11, 2014
Page 5
3. We express no opinion as to any of the following to the extent relevant to the Guarantees of the Mississippi Guarantors: (a) any provision in the Transaction Documents that excludes, waives or limits the liability of any party (i) for its own gross fault, intentional fault or for causing physical injury to the other party, (ii) for the released or indemnified’s party’s negligence, where the release or indemnity does not expressly include liability arising out of such negligence, or (iii) that requires indemnification for the indemnified party’s failure to comply with limitations or requirements of applicable law; (b) any provision in the Transaction Documents prohibiting the non-written modification of such documents; (c) as to whether or not any party to the Transaction Documents is in compliance with any covenants, representations or warranties contained in the Transaction Documents; (d) any provision in the Transaction Documents waiving unknown rights or defenses; (e) any provision requiring the payment of attorneys’ fees and expenses, in an amount in excess of reasonable attorneys’ fees and expenses actually incurred; (f) any provision purporting to shorten any statute of limitations, or waiving in advance any defense with respect to any statute of limitations; (g) any provision of the Transaction Documents granting the Trustee or any Holder the unilateral right or discretion to determine standards or requirements for performance not expressly enumerated in the Transaction Documents; (h) any provision providing for equitable remedies such as specific performance or injunctive relief; (i) any provision of the Transaction Documents which: (i) establish, waive, or define rights relating to exculpation, waiver, or ratification of future acts or conversion; (ii) conflict with the provisions of Miss. Code § 75-17-27, which prohibit the assessment of a late payment charge in excess of $5.00 or four percent (4%) of the amount of any delinquency, whichever is greater, and which prohibits any such late payment charge unless such delinquency is more than fifteen (15) days past due; or (iii) waive or release the right of a debtor, following acceleration of the obligations upon default, to reinstate an installment schedule by tender of past due amounts and certain expenses; and (j) the application of or compliance with: (i) statutes, administrative decisions, rules or regulations of any county, municipality, or special political subdivision or other local authority; (ii) ERISA laws, rules and regulations; or (iii) federal or state taxation, banking, anti-trust, securities or “blue sky” laws, rules or regulations.
This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. In every instance in this opinion where we have relied on a document prepared, conclusion drawn, or certification made, by another person or entity, we have made no investigation of that other person or entity for purposes of corroborating the accuracy of any information or representations provided to us by that other person or entity; however, we have no knowledge of any facts which would lead us to believe such matters to be untrue or inaccurate.
This opinion letter is made as of the date hereof and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, including, without limitation, any changes in Mississippi law. Insofar as the opinions herein relate to any actions to be taken after the date of this letter, the opinions are limited to the facts as they exist and 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 under the caption “Legal Matters” in the prospectus filed as a part thereof. 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, | |
| Butler Snow LLP | |
 | |
Omega Healthcare Investors, Inc.
August 11, 2014
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Schedule I
Guarantors
| 1200 Ely Street Holdings Co. LLC | CSE Huntingdon LLC |
| 13922 Cerise Avenue, LLC | CSE Huntsville LLC |
| 2425 Teller Avenue, LLC | CSE Indianapolis-Continental LLC |
| 245 East Wilshire Avenue, LLC | CSE Indianapolis-Greenbriar LLC |
| 3806 Clayton Road, LLC | CSE Jacinto City LLC |
| 42235 County Road Holdings Co. LLC | CSE Jefferson City LLC |
| 48 High Point Road, LLC | CSE Jeffersonville-Hillcrest Center LLC |
| 523 Hayes Lane, LLC | CSE Jeffersonville-Jennings House LLC |
| 637 East Romie Lane, LLC | CSE Kerrville LLC |
| Arizona Lessor - Infinia, Inc. | CSE King L.P. |
| Bayside Colorado Healthcare Associates, Inc. | CSE Kingsport LLC |
| Bayside Street II, Inc. | CSE Knightdale L.P. |
| Bayside Street, Inc. | CSE Lake City LLC |
| Canton Health Care Land, Inc. | CSE Lake Worth LLC |
| Carnegie Gardens LLC | CSE Lakewood LLC |
| CFG 2115 Woodstock Place LLC | CSE Las Vegas LLC |
| Colonial Gardens, LLC | CSE Lawrenceburg LLC |
| Colorado Lessor - Conifer, Inc. | CSE Lenoir L.P. |
| CSE Albany LLC | CSE Lexington Park LLC |
| CSE Amarillo LLC | CSE Lexington Park Realty LLC |
| CSE Arden L.P. | CSE Ligonier LLC |
| CSE Augusta LLC | CSE Live Oak LLC |
| CSE Bedford LLC | CSE Lowell LLC |
| CSE Blountville LLC | CSE Marianna Holdings LLC |
| CSE Bolivar LLC | CSE Memphis LLC |
| CSE Cambridge LLC | CSE Mobile LLC |
| CSE Cambridge Realty LLC | CSE Moore LLC |
| CSE Camden LLC | CSE North Carolina Holdings I LLC |
| CSE Canton LLC | CSE North Carolina Holdings II LLC |
| CSE Casablanca Holdings II LLC | CSE Omro LLC |
| CSE Casablanca Holdings LLC | CSE Orange Park LLC |
| CSE Cedar Rapids LLC | CSE Orlando-Pinar Terrace Manor LLC |
| CSE Centennial Village | CSE Orlando-Terra Vista Rehab LLC |
| CSE Chelmsford LLC | CSE Pennsylvania Holdings |
| CSE Chesterton LLC | CSE Piggott LLC |
| CSE Claremont LLC | CSE Pilot Point LLC |
| CSE Corpus North LLC | CSE Pine View LLC |
| CSE Denver Iliff LLC | CSE Ponca City LLC |
| CSE Denver LLC | CSE Port St. Lucie LLC |
| CSE Douglas LLC | CSE Richmond LLC |
| CSE Elkton LLC | CSE Ripley LLC |
| CSE Elkton Realty LLC | CSE Ripon LLC |
| CSE Fairhaven LLC | CSE Safford LLC |
| CSE Fort Wayne LLC | CSE Salina LLC |
| CSE Frankston LLC | CSE Seminole LLC |
| CSE Georgetown LLC | CSE Shawnee LLC |
| CSE Green Bay LLC | CSE Spring Branch LLC |
| CSE Hilliard LLC | CSE Stillwater LLC |
Omega Healthcare Investors, Inc.
August 11, 2014
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| CSE Taylorsville LLC | OHI Asset (FL), LLC |
| CSE Texarkana LLC | OHI Asset (GA) Macon, LLC |
| CSE Texas City LLC | OHI Asset (GA) Moultrie, LLC |
| CSE The Village LLC | OHI Asset (GA) Snellville, LLC |
| CSE Upland LLC | OHI Asset (ID) Holly, LLC |
| CSE Walnut Cove L.P. | OHI Asset (ID) Midland, LLC |
| CSE West Point LLC | OHI Asset (ID), LLC |
| CSE Whitehouse LLC | OHI Asset (IL), LLC |
| CSE Williamsport LLC | OHI Asset (IN) American Village, LLC |
| CSE Winter Haven LLC | OHI Asset (IN) Anderson, LLC |
| CSE Woodfin L.P. | OHI Asset (IN) Beech Grove, LLC |
| CSE Yorktown LLC | OHI Asset (IN) Clarksville, LLC |
| Delta Investors I, LLC | OHI Asset (IN) Clinton, LLC |
| Delta Investors II, LLC | OHI Asset (IN) Connersville, LLC |
| Desert Lane LLC | OHI Asset (IN) Crown Point, LLC |
| Dixie White House Nursing Home, Inc. | OHI Asset (IN) Eagle Valley, LLC |
| Dixon Health Care Center, Inc. | OHI Asset (IN) Elkhart, LLC |
| Encanto Senior Care, LLC | OHI Asset (IN) Forest Creek, LLC |
| Florida Lessor – Meadowview, Inc. | OHI Asset (IN) Fort Wayne, LLC |
| Florida Real Estate Company, LLC | OHI Asset (IN) Franklin, LLC |
| Georgia Lessor - Bonterra/Parkview, Inc. | OHI Asset (IN) Greensburg, LLC |
| Greenbough, LLC | OHI Asset (IN) Indianapolis, LLC |
| Hutton I Land, Inc. | OHI Asset (IN) Jasper, LLC |
| Hutton II Land, Inc. | OHI Asset (IN) Kokomo, LLC |
| Hutton III Land, Inc. | OHI Asset (IN) Lafayette, LLC |
| Indiana Lessor – Wellington Manor, Inc. | OHI Asset (IN) Madison, LLC |
| LAD I Real Estate Company, LLC | OHI Asset (IN) Monticello, LLC |
| Leatherman 90-1, Inc. | OHI Asset (IN) Noblesville, LLC |
| Leatherman Partnership 89-1, Inc. | OHI Asset (IN) Rosewalk, LLC |
| Leatherman Partnership 89-2, Inc. | OHI Asset (IN) Salem, LLC |
| Meridian Arms Land, Inc. | OHI Asset (IN) Seymour, LLC |
| North Las Vegas LLC | OHI Asset (IN) Spring Mill, LLC |
| NRS Ventures, L.L.C. | OHI Asset (IN) Terre Haute, LLC |
| Ocean Springs Nursing Home, Inc. | OHI Asset (IN) Wabash, LLC |
| OHI (Connecticut), Inc. | OHI Asset (IN) Westfield, LLC |
| OHI (Illinois), Inc. | OHI Asset (IN) Zionsville, LLC |
| OHI (Indiana), Inc. | OHI Asset (LA), LLC |
| OHI (Iowa), Inc. | OHI Asset (MD), LLC |
| OHI Asset (AR) Ash Flat, LLC | OHI Asset (MI) Heather Hills, LLC |
| OHI Asset (AR) Camden, LLC | OHI Asset (MI), LLC |
| OHI Asset (AR) Conway, LLC | OHI Asset (MO), LLC |
| OHI Asset (AR) Des Arc, LLC | OHI Asset (MS) Byhalia, LLC |
| OHI Asset (AR) Hot Springs, LLC | OHI Asset (MS) Cleveland, LLC |
| OHI Asset (AR) Malvern, LLC | OHI Asset (MS) Clinton, LLC |
| OHI Asset (AR) Mena, LLC | OHI Asset (MS) Columbia, LLC |
| OHI Asset (AR) Pocahontas, LLC | OHI Asset (MS) Corinth, LLC |
| OHI Asset (AR) Sheridan, LLC | OHI Asset (MS) Greenwood, LLC |
| OHI Asset (AR) Walnut Ridge, LLC | OHI Asset (MS) Grenada, LLC |
| OHI Asset (AZ) Austin House, LLC | OHI Asset (MS) Holly Springs, LLC |
| OHI Asset (CA), LLC | OHI Asset (MS) Indianola, LLC |
| OHI Asset (CO), LLC | OHI Asset (MS) Natchez, LLC |
| OHI Asset (CT) Lender, LLC | OHI Asset (MS) Picayune, LLC |
| OHI Asset (FL) Lake Placid, LLC | OHI Asset (MS) Vicksburg, LLC |
| OHI Asset (FL) Lender, LLC | OHI Asset (MS) Yazoo City, LLC |
Omega Healthcare Investors, Inc.
August 11, 2014
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| OHI Asset (NC) Wadesboro, LLC | OHI Asset (WA) Battle Ground, LLC |
| OHI Asset (OH) Lender, LLC | OHI Asset (WV) Danville, LLC |
| OHI Asset (OH), LLC | OHI Asset (WV) Ivydale, LLC |
| OHI Asset (OR) Portland, LLC | OHI Asset CSB LLC |
| OHI Asset (PA) Trust | OHI Asset CSE – E, LLC |
| OHI Asset (PA), LLC | OHI Asset CSE – U, LLC |
| OHI Asset (SC) Aiken, LLC | OHI Asset HUD CFG, LLC |
| OHI Asset (SC) Anderson, LLC | OHI Asset HUD Delta, LLC |
| OHI Asset (SC) Easley Anne, LLC | OHI Asset HUD SF CA, LLC |
| OHI Asset (SC) Easley Crestview, LLC | OHI Asset HUD SF, LLC |
| OHI Asset (SC) Edgefield, LLC | OHI Asset HUD WO, LLC |
| OHI Asset (SC) Greenville Griffith, LLC | OHI Asset II (CA), LLC |
| OHI Asset (SC) Greenville Laurens, LLC | OHI Asset II (FL), LLC |
| OHI Asset (SC) Greenville North, LLC | OHI Asset II (PA) Trust |
| OHI Asset (SC) Greenville, LLC | OHI Asset III (PA) Trust |
| OHI Asset (SC) Greer, LLC | OHI Asset IV (PA) Silver Lake Trust |
| OHI Asset (SC) Marietta, LLC | OHI Asset RO PMM Services, LLC |
| OHI Asset (SC) McCormick, LLC | OHI Asset RO, LLC |
| OHI Asset (SC) Orangeburg, LLC | OHI Asset, LLC |
| OHI Asset (SC) Pickens East Cedar, LLC | OHI Mezz Lender, LLC |
| OHI Asset (SC) Pickens Rosemond, LLC | OHI Tennessee, Inc. |
| OHI Asset (SC) Piedmont, LLC | OHIMA, Inc. |
| OHI Asset (SC) Simpsonville SE Main, LLC | Omega TRS I, Inc. |
| OHI Asset (SC) Simpsonville West Broad, LLC | Orange Village Care Center, Inc. |
| OHI Asset (SC) Simpsonville West Curtis, LLC | Panama City Nursing Center LLC |
| OHI Asset (TN) Bartlett, LLC | Pavillion North Partners, Inc. |
| OHI Asset (TN) Collierville, LLC | Pavillion North, LLP |
| OHI Asset (TN) Memphis, LLC | Pavillion Nursing Center North, Inc. |
| OHI Asset (TX) Anderson, LLC | Pensacola Real Estate Holdings I, Inc. |
| OHI Asset (TX) Bryan, LLC | Pensacola Real Estate Holdings II, Inc. |
| OHI Asset (TX) Burleson, LLC | Pensacola Real Estate Holdings III, Inc. |
| OHI Asset (TX) College Station, LLC | Pensacola Real Estate Holdings IV, Inc. |
| OHI Asset (TX) Comfort, LLC | Pensacola Real Estate Holdings V, Inc. |
| OHI Asset (TX) Diboll, LLC | Skyler Boyington, Inc. |
| OHI Asset (TX) Granbury, LLC | Skyler Florida, Inc. |
| OHI Asset (TX) Hondo, LLC | Skyler Maitland LLC |
| OHI Asset (TX) Italy, LLC | Skyler Pensacola, Inc. |
| OHI Asset (TX) Winnsboro, LLC | St. Mary’s Properties, Inc. |
| OHI Asset (TX), LLC | Sterling Acquisition Corp. |
| OHI Asset (UT) Ogden, LLC | Suwanee, LLC |
| OHI Asset (UT) Provo, LLC | Texas Lessor – Stonegate GP, Inc. |
| OHI Asset (UT) Roy, LLC | Texas Lessor – Stonegate, Limited, Inc. |
| OHI Asset (VA) Charlottesville, LLC | Texas Lessor – Stonegate, LP |
| OHI Asset (VA) Farmville, LLC | The Suburban Pavilion, Inc. |
| OHI Asset (VA) Hillsville, LLC | Washington Lessor – Silverdale, Inc. |
| OHI Asset (VA) Rocky Mount, LLC | Wilcare, LLC |