Sabra Health Care REIT (SBRA) 8-K Entry into a Material Definitive Agreement

Exhibit 5.5

[Letterhead of Flaherty Sensabaugh Bonasso PLLC]

May 29, 2019

Sabra Health Care Limited Partnership

Sabra Capital Corporation

18500 Von Karman Avenue

Suite 550

Irvine, California 92612

Attention:     

Harold W. Andrews, Jr., Executive Vice President,

Chief Financial Officer and Secretary

Re: Special Local Counsel Opinion (West Virginia)

SB New Martinsville, LLC, a West Virginia limited liability company

Ladies and Gentlemen:

We have acted as special local counsel to SB New Martinsville, LLC, a West Virginia limited liability company (theWest Virginia Guarantor), in connection with the following: (i) the Eighth Supplemental Indenture (theEighth Supplemental Indenture) dated May 29, 2019, by and among Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (collectively,Issuers), Sabra Health Care REIT, Inc., a Maryland corporation (theParent), certain direct and indirect subsidiaries of Parent as listed in the Eighth Supplemental Indenture, including the West Virginia Guarantor, and Wells Fargo Bank, National Association, a national banking association as trustee (theTrustee), to the Indenture dated as of May 23, 2013 by and among the Issuers, the Parent and the Trustee and, together with the Eighth Supplemental Indenture, theIndenture); and (ii) the guaranties to be delivered in connection with the Notes (as hereinafter defined) by the West Virginia Guarantor pursuant to the Indenture.

This opinion is furnished to you in connection with the prospectus supplement dated May 21, 2019 (theProspectus) to the prospectus included in the Registration Statement on FormS-3 (FileNo. 333-215574), filed on January 17, 2017, by the Parent and certain other subsidiaries of the Parent (including the West Virginia Guarantor) asco-registrants, with the Securities and Exchange Commission (theCommission) under the Securities Act of 1933, as amended (theSecurities Act), as amended by Post-Effective Amendment No. 1, filed on May 21, 2019, relating to the issuance and offering of $300,000,000 aggregate principal amount of 4.80% Senior Notes due 2024 (theNotes) and the related guarantees of the Notes by the Parent and certain other subsidiaries of the Parent (including the West Virginia Guarantor).

This opinion is being furnished in accordance with requirements of item 601(b)(5) of Regulation S–K under the Securities Act.

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May 29, 2019

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

(i) the Prospectus;

(ii) the Indenture;

(iii) Guaranty of the Notes (with the Indenture, collectively theTransaction Documents);

(iv) Statement of Conversion of SB New Martinsville, Inc. and Articles of Organization of Limited Liability Company of West Virginia Guarantor, filed with West Virginia Secretary of State on September 17, 2010, and effective on September 30, 2010;

(v) Amended and Restated Operating Agreement of West Virginia Guarantor dated June 21, 2011, and effective as of November 16, 2010; and

(vi) the action by unanimous written consent of the sole member of the West Virginia Guarantor.

In preparing this letter, we have assumed and have not verified (i) the legal competency of all individual signers of documents, (ii) the genuineness of all signatures on all documents that we have examined, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to the authentic originals of all documents supplied to us as certified, PDF or fax copies. In conducting our examination of executed documents or documents to be executed, we have assumed that all parties thereto, other than the West Virginia Guarantor, had or will have the power, corporate or otherwise, to enter into and perform all obligations thereunder. We have also assumed the due authorization by all requisite action, corporate or otherwise, and the due execution and delivery by all parties thereto, other than the West Virginia Guarantor, of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of all parties thereto. As to any facts material to the opinions expressed herein that we have not independently established and verified, we have relied, with your permission, upon statements and representations of officers and other representatives of the West Virginia Guarantor and the Opinion Certificate of West Virginia Guarantor dated as of the date hereof.

We express no opinion with respect to the effectiveness of any law other than the laws of the State of West Virginia and the federal laws of the United States.

Based on the foregoing, and subject to the qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The West Virginia Guarantor is a limited liability company, validly existing under the laws of the State of West Virginia.

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May 29, 2019

2. The West Virginia Guarantor has the limited liability company power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder. The execution, delivery and performance of the Transaction Documents by the West Virginia Guarantor has been duly authorized.

3. The West Virginia Guarantor has duly executed and delivered the Transaction Documents.

This opinion is provided as legal opinion only, not a guarantee or warranty of the matters discussed herein. We are opining only as to the matters expressly set forth herein, and no opinion may be inferred as to other matters. This opinion is based upon the current statute, rules, regulations and judicial decisions and is rendered as of the date hereof. We disclaim any obligation to advise you of any change in the foregoing sources of law or subsequent law or changes in facts or circumstances which might affect any matters or the opinion set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Parent’s Current Report on Form8-K to be filed on the date hereof and incorporated by reference into the Registration Statement, in accordance with the requirements of Rule 601(b)(5) of RegulationS-K under the Securities Act and to the use of our name therein and in the Prospectus under the caption “Legal Matters.”

Sincerely,

/s/ Flaherty Sensabaugh Bonasso PLLC