Exhibit 5.1
BEIJING
BRUSSELS
CENTURY CITY
HONG KONG
LONDON
LOS ANGELES
NEW YORK | 610 Newport Center Drive, 17th Floor Newport Beach, California 92660-6429
TELEPHONE (949) 760-9600 FACSIMILE (949) 823-6994 www.omm.com | SAN FRANCISCO SILICON VALLEY
SINGAPORE
TOKYO
WASHINGTON, D.C. |
January 21, 2011
Sabra Health Care Limited Partnership
18500 Von Karman, Suite 550
Irvine, California 92612
Sabra Capital Corporation
18500 Von Karman, Suite 550
Irvine, California 92612
| Re: | Registration of 8.125% Senior Notes Due 2018 of Sabra Health Care Limited Partnership and Sabra Capital Corporation |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4 (the “Registration Statement”) of 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 Issuers’ offer to exchange (the “Exchange Offer”) up to $225,000,000 aggregate principal amount of the Issuers’ 8.125% Senior Notes due 2018, which have been registered under the Securities Act of 1933 (the “Exchange Notes”), for a like principal amount of the Issuers’ outstanding 8.125% Senior Notes due 2018 (the “Old Notes”), with the Exchange Notes to be guaranteed (the “Guaranties”) by each of the parties listed onSchedule I attached hereto (each a “Guarantor” and collectively, the “Guarantors”).
We have acted as counsel to the Issuers in connection with the above. In our capacity as such counsel, we have examined originals or copies of (i) the Registration Statement, (ii) the Indenture, dated as of October 27, 2010, by and among the Issuers, Sabra Health Care REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 4, 2010, among the Issuers, Sabra Health Care REIT, Inc., the guarantors named therein, and the Trustee (the “Indenture”), and (iii) 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.
O’MELVENY & MYERSLLP
Sabra Health Care Limited Partnership
Sabra Capital Corporation
January 21, 2011 - 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. | When executed, issued, authenticated and delivered in accordance with the Indenture against receipt of the Old Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer described in the Registration Statement, the Exchange 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. |
| 2. | When the Guaranties are executed and the Exchange Notes are executed, issued, authenticated and delivered, all in accordance with the Indenture and the terms of the Exchange Offer described in the Registration Statement, the Guaranties 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 Wilmer Cutler Pickering Hale and Dorr LLP and Venable LLP, each dated the date hereof, a copy of each of which has been delivered to you by such other counsel.
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 Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit
O’MELVENY & MYERSLLP
Sabra Health Care Limited Partnership
Sabra Capital Corporation
January 21, 2011 - Page 3
that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
Respectfully submitted,
/s/ O’Melveny & Myers LLP
O’MELVENY & MYERSLLP
Sabra Health Care Limited Partnership
Sabra Capital Corporation
January 21, 2011 - Page 4
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 |