Exhibit 5.7
[Letterhead of McCarthy Tétrault LLP]
May 29, 2019
Sabra Health Care Limited Partnership
18500 Von Karman Avenue, Suite 550
Irvine, CA 92612
Sabra Capital Corporation
18500 Von Karman Avenue, Suite 550
Irvine, CA 92612
Dear Sirs and Mesdames:
Re: | Guaranty (the “Guaranty”) of the Notes (as defined below) to be executed and delivered by each of Sabra Canadian GP I Inc. (the “General Partner”) (in its own capacity and in its capacity as general partner of Canadian Properties I, Limited Partnership (the “Partnership”)) and Sabra CA HoldCo, Inc. ( “HoldCo”) |
We have acted as counsel to the Partnership, the General Partner and HoldCo in connection with the Guaranty of the Notes. We render this opinion in connection with: (i) the indenture dated May 23, 2013, as supplemented by the eighth supplemental indenture dated as of May 29, 2019 among, Sabra Health Care Limited Partnership and Sabra Capital Corporation (together, the “Issuers”), Sabra Health Care REIT (the “Parent”), Wells Fargo Bank, National Association, as trustee, and the subsidiary guarantors named therein (including the Partnership, the General Partner and HoldCo); (ii) the Registration Statement on FormS-3 (FileNo. 333-215574) filed by the Parent and certain of its subsidiaries on January 17, 2017 with the United States Securities and Exchange Commission (the “SEC”), as amended by the Post-Effective Amendment No. 1, filed May 21, 2019, pursuant to Rule 462(e) of the United States Securities Act of 1933, as amended (the “US Securities Act”) (as amended, the “Registration Statement”), which Registration Statement permits the Parent to register the issuance and sale from time to time of, among other securities, an unspecified amount of (a) debt securities of the Issuers and (b) guarantees of such debt securities by the Parent and certain of the Parent’s subsidiaries (including the General Partner, the Partnership and HoldCo); and (iii) the prospectus supplement dated May 21, 2019 (the “Prospectus Supplement”) to the prospectus included in the Registration Statement, which relates to, among other things, the issuance and sale by the Issuers of US $300,000,000 aggregate principal amount of 4.80% Senior Notes due 2024 (the “Notes”) and the Guaranty of the Notes to be granted by each of the Partnership, the General Partner, HoldCo and certain other guarantors as further described in the Prospectus Supplement.
Materials Reviewed
We have reviewed an executed copy of the Guaranty and have examined originals or copies, certified or otherwise identified to our satisfaction, of such partnership and corporate records and proceedings and have conducted such searches and investigations and examined such other documents, statutes, public records, certificates of public officials and considered such questions of law as we have considered relevant, necessary or advisable in order to enable us to give the opinions hereinafter expressed. We have also relied upon:
| (a) | the amended and restated limited partnership agreement dated as of August 1, 2017, a certificate of limited partnership (the “Original LP Certificate”) filed with the British Columbia Registrar of Companies (the “Registrar”) on May 28, 2015, an amended certificate of limited partnership filed with the Registrar on March 1, 2017 and an amended certificate of limited partnership filed with the Registrar on may 23, 2019 each in respect of the Partnership (the “LP Constating Documents”); |