Exhibit 5.1
| SIDLEY AUSTINLLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX | BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA | HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO | SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. | ||||
| FOUNDED 1866 | ||||||||
December 3, 2013
Aviv Healthcare Properties Limited Partnership
Aviv Healthcare Capital Corporation
303 West Madison Street, Suite 2400
Chicago, Illinois 60606
| Re: | Aviv Healthcare Properties Limited Partnership |
Aviv Healthcare Capital Corporation
6% Senior Notes due 2021
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (File No. 333-192013) filed on October 31, 2013 by Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), Aviv Healthcare Capital Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Partnership, the “Issuers”), Aviv REIT, Inc., a Maryland corporation and general partner of the Partnership (the “Parent”), and the direct and indirect subsidiaries of the Partnership listed on Schedule I hereto (together with the Parent, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 1 being filed with the Commission on the date hereof (such registration statement as so amended, the “Registration Statement”). The Registration Statement relates to the registration, as more fully described in the Registration Statement, of $250,000,000 aggregate principal amount of the Issuers’ 6% Senior Notes due 2021 (the “New Notes”), which are to be offered in exchange for an equivalent aggregate principal amount of the Issuers’ outstanding 6% Senior Notes due 2021 issued on October 16, 2013 (the “Old Notes”). The Old Notes are guaranteed by the Guarantors (the “Old Note Guarantees”), and the New Notes will be guaranteed by the Guarantors (the “New Note Guarantees”). Old Notes that are accepted for exchange for New Notes will be cancelled and retired. Each direct or indirect subsidiary of the Partnership listed on Schedule I hereto under the caption “Delaware Guarantors” shall be referred to herein as the “Delaware Guarantors.” Each indirect subsidiary of the Partnership listed on Schedule I hereto under the caption “Illinois Guarantors” shall be referred to herein as the “Illinois Guarantors.” The indirect subsidiary of the Partnership listed on Schedule I hereto under the caption “Texas Guarantor” shall be referred to herein as the “Texas Guarantor.”
Sidley AustinLLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
Aviv Healthcare Properties Limited Partnership
Aviv Healthcare Capital Corporation
December 3, 2013
Page 2
The Old Notes and the Old Note Guarantees were, and the New Notes and the New Note Guarantees will be, issued pursuant to the Indenture, dated as of October 16, 2013 (the “Indenture”), among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
This letter is being delivered in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5) of Regulation S-K, each under the Securities Act.
In rendering the opinions expressed below, we have examined and relied upon copies of the Registration Statement, the exhibits filed therewith, the Indenture, the form of New Notes, the resolutions adopted by the board of directors of the Parent, the general partner of the Partnership and the board of directors of the Co-Issuer relating to the Registration Statement, the Indenture and the issuance of the Old Notes and the New Notes by the Issuers and the resolutions adopted by the sole member or general partner of each Delaware Guarantor, each Illinois Guarantor and the Texas Guarantor relating to the Registration Statement, the Indenture and the issuance of the Old Note Guarantees and the New Note Guarantees by each such Delaware Guarantor, each such Illinois Guarantor and the Texas Guarantor. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for our examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Issuers and Guarantors.
Based on and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. The Partnership is a limited partnership validly existing and in good standing under the laws of the State of Delaware. The Co-Issuer is a corporation validly existing and in good standing under the laws of the State of Delaware. The Indenture and the New Notes have been duly authorized by the Issuers.
2. Each of the Delaware Guarantors is a limited liability company or limited partnership validly existing and in good standing under the laws of the State of Delaware. Each of the Illinois Guarantors is a limited liability company validly existing and in good standing under the laws of the State of Illinois. The Texas Guarantor is a limited liability company validly existing and in good standing under the laws of the State of Texas. The New Note Guarantee of each Delaware Guarantor, each Illinois Guarantor and the Texas Guarantor set forth in the Indenture has been duly authorized by each such Delaware Guarantor, each such Illinois Guarantor and the Texas Guarantor.
Aviv Healthcare Properties Limited Partnership
Aviv Healthcare Capital Corporation
December 3, 2013
Page 3
3. The New Notes will be legally issued and valid and binding obligations of the Issuers and the New Note Guarantees set forth in the Indenture will be legally issued and valid and binding obligations of the Guarantors, in each case when (i) the Registration Statement, as finally amended (including all post-effective amendments, if any), shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the New Notes shall have been duly executed and issued by the Issuers and duly authenticated by the Trustee as provided in the Indenture and shall have been duly delivered against surrender and cancellation of like principal amount of the Old Notes in the manner described in the Registration Statement.
The foregoing opinions are subject to the following qualifications, exceptions, assumptions and limitations:
| A. | The foregoing opinions are limited to matters arising under the laws of the State of New York, the General Corporation Law of the State of Delaware, as amended, the Delaware Limited Liability Company Act, as amended, the Delaware Revised Uniform Limited Partnership Act, as amended, the Limited Liability Company Act of the State of Illinois, as amended, the Texas Limited Liability Company Act, as amended, and the Texas Business Organizations Code, as amended. We express no opinion and make no statement as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America, the laws of the States of New Mexico or Maryland or any state securities or blue sky laws. |
| B. | With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has been duly authorized, executed and delivered by each party thereto and (iii) such instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto;provided, that |
Aviv Healthcare Properties Limited Partnership
Aviv Healthcare Capital Corporation
December 3, 2013
Page 4
| (x) we make no such assumption in clause (i) or (ii) insofar as such assumption relates to the Issuers, any Delaware Guarantor, any Illinois Guarantor or the Texas Guarantor and (y) we make no assumption in clause (iii) insofar as such assumption relates to the Issuers or the Guarantors. We have also assumed that no event has occurred or will occur that would cause the release of the New Note Guarantee by any Guarantor under the terms of the Indenture. |
| C. | Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. |
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons for whom consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Sidley Austin LLP
Schedule I
Subsidiary Guarantors
Delaware Guarantors
Arkansas Aviv, L.L.C., a Delaware limited liability company
Arma Yates, L.L.C., a Delaware limited liability company
Aviv Asset Management, L.L.C., a Delaware limited liability company
Aviv Financing I, L.L.C., a Delaware limited liability company
Aviv Financing II, L.L.C., a Delaware limited liability company
Aviv Financing III, L.L.C., a Delaware limited liability company
Aviv Financing IV, L.L.C., a Delaware limited liability company
Aviv Financing V, L.L.C., a Delaware limited liability company
Aviv Foothills, L.L.C., a Delaware limited liability company
Aviv Healthcare Properties Operating Partnership I, L.P., a Delaware limited partnership
Aviv Liberty, L.L.C., a Delaware limited liability company
Avon Ohio, L.L.C., a Delaware limited liability company
Belleville Illinois, L.L.C., a Delaware limited liability company
Bellingham II Associates, L.L.C., a Delaware limited liability company
BHG Aviv, L.L.C., a Delaware limited liability company
Biglerville Road, L.L.C., a Delaware limited liability company
Bonham Texas, L.L.C., a Delaware limited liability company
Bradenton ALF Property, L.L.C., a Delaware limited liability company
Burton NH Property, L.L.C., a Delaware limited liability company
California Aviv, L.L.C., a Delaware limited liability company
California Aviv Two, L.L.C., a Delaware limited liability company
Camas Associates, L.L.C., a Delaware limited liability company
Casa/Sierra California Associates, L.L.C., a Delaware limited liability company
Chatham Aviv, L.L.C., a Delaware limited liability company
Chenal Arkansas, L.L.C., a Delaware limited liability company
Clarkston Care, L.L.C., a Delaware limited liability company
Colonial Madison Associates, L.L.C. a Delaware limited liability company
Columbia View Associates, L.L.C., a Delaware limited liability company
Columbus Texas Aviv, L.L.C., a Delaware limited liability company
Columbus Western Avenue, L.L.C., a Delaware limited liability company
Commerce Sterling Hart Drive, L.L.C., a Delaware limited liability company
Conroe Rigby Owen Road, L.L.C., a Delaware limited liability company
CR Aviv, L.L.C., a Delaware limited liability company
Crooked River Road, L.L.C., a Delaware limited liability company
Cuyahoga Falls Property, L.L.C., a Delaware limited liability company
Darien ALF Property, L.L.C., a Delaware limited liability company
Denison Texas, L.L.C., a Delaware limited liability company
East Rollins Street, L.L.C., a Delaware limited liability company
Elite Mattoon, L.L.C. a Delaware limited liability company
Elite Yorkville, L.L.C., a Delaware limited liability company
Falfurrias Texas, L.L.C., a Delaware limited liability company
I-1
Florence Heights Associates, L.L.C., a Delaware limited liability company
Florida Four Properties, L.L.C., a Delaware limited liability company
Fountain Associates, L.L.C., a Delaware limited liability company
Four Fountains Aviv, L.L.C., a Delaware limited liability company
Fredericksburg South Adams Street, L.L.C., a Delaware limited liability company
Freewater Oregon, L.L.C., a Delaware limited liability company
Fullerton California, L.L.C., a Delaware limited liability company
Gardnerville Property, L.L.C., a Delaware limited liability company
Germantown Property, L.L.C., a Delaware limited liability company
Giltex Care, L.L.C., a Delaware limited liability company
Glendale NH Property, L.L.C., a Delaware limited liability company
Great Bend Property, L.L.C., a Delaware limited liability company
HHM Aviv, L.L.C., a Delaware limited liability company
Hidden Acres Property, L.L.C., a Delaware limited liability company
Highland Leasehold, L.L.C., a Delaware limited liability company
Hot Springs Aviv, L.L.C., a Delaware limited liability company
Houston Texas Aviv, L.L.C., a Delaware limited liability company
Hutchinson Kansas, L.L.C., a Delaware limited liability company
Iowa Lincoln County Property, L.L.C., a Delaware limited liability company
Jasper Springhill Street, L.L.C., a Delaware limited liability company
Kansas Five Property, L.L.C., a Delaware limited liability company
Karan Associates, L.L.C., a Delaware limited liability company
Karan Associates Two, L.L.C., a Delaware limited liability company
KB Northwest Associates, L.L.C., a Delaware limited liability company
Kingsville Texas, L.L.C., a Delaware limited liability company
Manor Associates, L.L.C., a Delaware limited liability company
Mansfield Aviv, L.L.C., a Delaware limited liability company
Massachusetts Nursing Homes, L.L.C., a Delaware limited liability company
McCarthy Street Property, L.L.C., a Delaware limited liability company
Minnesota Associates, L.L.C., a Delaware limited liability company
Missouri Associates, L.L.C., a Delaware limited liability company
Missouri Regency Associates, L.L.C., a Delaware limited liability company
Monterey Park Leasehold Mortgage, L.L.C., a Delaware limited liability company
Mount Washington Property, L.L.C., a Delaware limited liability company
Mt. Vernon Texas, L.L.C., a Delaware limited liability company
Murray County, L.L.C., a Delaware limited liability company
Newtown ALF Property, L.L.C., a Delaware limited liability company
Norwalk ALF Property, L.L.C., a Delaware limited liability company
Oakland Nursing Homes, L.L.C., a Delaware limited liability company
October Associates, L.L.C., a Delaware limited liability company
Ogden Associates, L.L.C., a Delaware limited liability company
Ohio Aviv, L.L.C., a Delaware limited liability company
Ohio Aviv Three, L.L.C., a Delaware limited liability company
Ohio Aviv Two, L.L.C., a Delaware limited liability company
Ohio Pennsylvania Property, L.L.C., a Delaware limited liability company
Omaha Associates, L.L.C., a Delaware limited liability company
I-2
Orange ALF Property, L.L.C., a Delaware limited liability company
Oregon Associates, L.L.C., a Delaware limited liability company
Peabody Associates, L.L.C., a Delaware limited liability company
Peabody Associates Two, L.L.C., a Delaware limited liability company
Pomona Vista L.L.C., an Illinois limited liability company
Prescott Arkansas, L.L.C., a Delaware limited liability company
Richland Washington, L.L.C., a Delaware limited liability company
Riverside Nursing Home Associates, L.L.C., a Delaware limited liability company
Salem Associates, L.L.C., a Delaware limited liability company
San Juan NH Property, L.L.C., a Delaware limited liability company
Sandalwood Arkansas Property, L.L.C., a Delaware limited liability company
Savoy/Bonham Venture, L.L.C., a Delaware limited liability company
Searcy Aviv, L.L.C., a Delaware limited liability company
Sedgwick Properties, L.L.C., a Delaware limited liability company
Seguin Texas Property, L.L.C., a Delaware limited liability company
Skyview Associates, L.L.C., a Delaware limited liability company
Southeast Missouri Property, L.L.C., a Delaware limited liability company
Southern California Nevada, L.L.C., a Delaware limited liability company
Star City Arkansas, L.L.C., a Delaware limited liability company
Stevens Avenue Property L.L.C., a Delaware limited liability company
Texas Fifteen Property, L.L.C., a Delaware limited liability company
Tujunga, L.L.C., a Delaware limited liability company
VRB Aviv, L.L.C., a Delaware limited liability company
Wellington Leasehold, L.L.C., a Delaware limited liability company
West Pearl Street, L.L.C., a Delaware limited liability company
Willis Texas Aviv, L.L.C., a Delaware limited liability company
Yuba Aviv, L.L.C., a Delaware limited liability company
Illinois Guarantors
Benton Harbor, L.L.C., an Illinois limited liability company
Chippewa Valley, L.L.C., an Illinois limited liability company
Commerce Nursing Homes, L.L.C., an Illinois limited liability company
Effingham Associates, L.L.C., an Illinois limited liability company
Heritage Monterey Associates, L.L.C., an Illinois limited liability company
Hobbs Associates, L.L.C., an Illinois limited liability company
Idaho Associates, L.L.C., an Illinois limited liability company
Montana Associates, L.L.C., an Illinois limited liability company
Orange, L.L.C., an Illinois limited liability company
Red Rocks, L.L.C., an Illinois limited liability company
Rose Baldwin Park Property L.L.C., an Illinois limited liability company
Santa Ana-Bartlett, L.L.C., an Illinois limited liability company
Santa Fe Missouri Associates, L.L.C., an Illinois limited liability company
Sun-Mesa Properties, L.L.C., an Illinois limited liability company
Washington-Oregon Associates, L.L.C., an Illinois limited liability company
Watauga Associates, L.L.C., an Illinois limited liability company
I-3
Texas Guarantor
Wheeler Healthcare Associates, L.L.C., a Texas limited liability company
Other Subsidiary Guarantors
Alamogordo Aviv, L.L.C., a New Mexico limited liability company
Clayton Associates, L.L.C., a New Mexico limited liability company
N.M. Bloomfield Three Plus One Limited Company, a New Mexico limited liability company
N.M. Espanola Three Plus One Limited Company, a New Mexico limited liability company
N.M. Lordsburg Three Plus One Limited Company, a New Mexico limited liability company
N.M. Silver City Three Plus One Limited Company, a New Mexico limited liability company
Raton Property Limited Company, a New Mexico limited liability company
I-4