Exhibit 5.2
[Letterhead of O’Melveny & Myers LLP]
May 23, 2013
Sabra Health Care Limited Partnership
18500 Von Karman Avenue, Suite 550
Irvine, California 92612
Sabra Capital Corporation
18500 Von Karman Avenue, Suite 550
Irvine, California 92612
| Re: | Registration of 5.375% Senior Notes Due 2023 of Sabra Health Care Limited Partnership and Sabra Capital Corporation |
Ladies and Gentlemen:
We have acted as counsel to Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each an “Issuer,” and together, the “Issuers”), in connection with the issuance and sale of $200,000,000 aggregate principal amount of the Issuers’ 5.375% Senior Notes due 2023 (the “Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (File No. 333-188696) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, with the Notes to be guaranteed (the “Guarantees”) by each of the parties listed onSchedule I attached hereto (each a “Guarantor” and collectively, the “Guarantors”).
In our capacity as such counsel, we have examined originals or copies of (i) the Registration Statement, (ii) an indenture, dated as of May 23, 2013, among the Issuers, Sabra Health Care REIT, Inc. (“Sabra”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of May 23, 2013, among the Issuers, Sabra, the other Guarantors, and the Trustee (as supplemented, the “Indenture”), (iii) the underwriting agreement (the “Underwriting Agreement”), dated May 20, 2013, by and among the Issuers, Sabra, the other Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several underwriters named therein, and (iv) such other corporate and other records and documents we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Sabra Health Care Limited Partnership
Sabra Capital Corporation
May 23, 2013
Page 2
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:
| 1. | The Notes and the Guarantees have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, on the part of the Issuers and the Guarantors listed onSchedule I as being organized in the state of Delaware. |
| 2. | When authenticated, executed, issued and delivered in accordance with the Indenture and upon payment for and delivery of the Notes in accordance with the terms of the Underwriting Agreement, the Notes will be the legally valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. |
| 3. | When the Guarantees are executed and the Notes are executed, issued, authenticated and delivered, all in accordance with the Indenture and upon payment for and delivery of the Notes in accordance with the terms of the Underwriting Agreement, the Guarantees will be the legally valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. |
With respect to the foregoing opinions, we have assumed the matters set forth in the opinions of Venable LLP, Wilmer Cutler Pickering Hale and Dorr LLP and Andrews Kurth LLP, each dated the date hereof, a copy of each of which has been delivered to you by such other counsel.
Sabra Health Care Limited Partnership
Sabra Capital Corporation
May 23, 2013
Page 3
The law governed by this opinion is limited to the present federal law of the United States, the present law of the State of New York, the present General Corporation Law of the State of Delaware, the present Revised Uniform Limited Partnership Act of the State of Delaware, and the present Limited Liability Company Act of the State of Delaware. We express no opinion as to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the Current Report on Form 8-K of Sabra Health Care REIT, Inc., being filed on the date hereof, and incorporated by reference into the Registration Statement. We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement, dated May 20, 2013, filed with the Securities and Exchange Commission on May 21, 2013. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Respectfully submitted,
/s/ O’Melveny & Myers LLP
SCHEDULE I
GUARANTORS
Name | State of Incorporation / Organization | |
Sabra Health Care REIT, Inc. | Maryland | |
Sabra Health Care, L.L.C. | Delaware | |
Sabra Health Care Holdings I, LLC | Delaware | |
Sabra Health Care Holdings II, LLC | Delaware | |
Orchard Ridge Nursing Center LLC | Massachusetts | |
New Hampshire Holdings, LLC | Delaware | |
Oakhurst Manor Nursing Center LLC | Massachusetts | |
Sunset Point Nursing Center LLC | Massachusetts | |
Connecticut Holdings I, LLC | Delaware | |
West Bay Nursing Center LLC | Massachusetts | |
HHC 1998-1 Trust | Massachusetts | |
Northwest Holdings I, LLC | Delaware | |
395 Harding Street, LLC | Delaware | |
1104 Wesley Avenue, LLC | Delaware | |
Kentucky Holdings I, LLC | Delaware | |
Sabra Lake Drive, LLC | Delaware | |
Bay Tree Nursing Center LLC | Massachusetts | |
Sabra Health Care Holdings III, LLC | Delaware | |
Sabra Health Care Holdings IV, LLC | Delaware | |
Sabra Idaho, LLC | Delaware | |
Sabra California II, LLC | Delaware | |
Sabra New Mexico, LLC | Delaware | |
Sabra Connecticut II, LLC | Delaware | |
Sabra Ohio, LLC | Delaware | |
Sabra Kentucky, LLC | Delaware | |
Sabra NC, LLC | Delaware | |
Sabra Texas Properties, L.P. | Texas | |
Sabra Texas GP, LLC | Texas | |
Sabra Texas Holdings, L.P. | Texas | |
Sabra Texas Holdings GP, LLC | Texas | |
Sabra Health Care Virginia, LLC | Delaware | |
Sabra Health Care Pennsylvania, LLC | Delaware | |
Sabra Health Care Northeast, LLC | Delaware | |
Sabra Health Care Delaware, LLC | Delaware | |
Sabra Phoenix TRS Venture, LLC | Delaware | |
Sabra Health Care Frankenmuth, LLC | Delaware | |
Sabra Michigan, LLC | Delaware | |
Sabra Alpena LLC | Delaware | |
Sabra Cadillac LLC | Delaware | |
Sabra Gaylord LLC | Delaware | |
Sabra Greenville LLC | Delaware | |
Sabra Manistee LLC | Delaware | |
Sabra Mason LLC | Delaware | |
Sabra Mecosta LLC | Delaware | |
Sabra Midland LLC | Delaware | |
Sabra Tawas LLC | Delaware |
