Exhibit 5.9
November 12, 2015
Omega Healthcare Investors, Inc.
200 International Circle; Suite 3500
Hunt Valley, Maryland 21030
| Re: | Registration Statement on Form S-4 filed by Omega Healthcare Investors, Inc. |
Ladies and Gentlemen:
We have acted as special counsel in the State of Mississippi (the “State”) for (i) Dixie White House Nursing Home, LLC, a Mississippi limited liability company (“Dixie White House”); (ii) Ocean Springs Nursing Home, LLC, a Mississippi limited liability company (“Ocean Springs”); (iii) Skyler Florida, LLC, a Mississippi limited liability company (“Skyler Florida”); and (iv) Skyler Boyington, LLC, a Mississippi limited liability company (“Skyler Boyington” and, together with Dixie White House, Ocean Springs, and Skyler Florida, the “Mississippi Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Omega Healthcare Investors, Inc. (the “Parent”) and by the subsidiary guarantors listed onSchedule I hereto (the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Parent (the “Exchange Offer”) to exchange up to $600,000,000 in aggregate principal amount of the Parent’s registered 5.250% Senior Notes due 2026 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 5.250% Senior Notes due 2026 issued and outstanding in the aggregate principal amount of $600,000,000 (the “Initial Notes”), under the indenture dated as of September 23, 2015 (the “Original Indenture”), among the Parent, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of November 9, 2015 (the Original Indenture, as so supplemented, being herein referred to as the “Indenture”).
We call your attention to the fact that we do not represent the Mississippi Guarantors on a regular basis and that we have represented the Mississippi Guarantors only in a limited capacity in connection with certain specific matters as to which we were consulted by the Mississippi Guarantors and we have not been engaged for any other purposes, and there may exist matters of a legal nature which could have a bearing on the Exchange Offer and the transactions related thereto with respect to which we have not been consulted.
Omega Healthcare Investors, Inc.
November 12, 2015
Page 2
In connection with this opinion, we have reviewed the following documents (items 1 through 4, inclusive, below are collectively referred to herein as the “Transaction Documents”):
| 1. | the Registration Statement (excluding the exhibits thereto); |
| 2. | an executed copy of the Indenture, including the form of the guarantees of the Exchange Notes (each, a “Guarantee,” and collectively, the “Guarantees”) provided for therein; |
| 3. | executed copies of the Initial Notes; |
| 4. | the form of the Exchange Notes; |
| 5. | Certificate (the “Certificate”) dated as of the date hereof of the Secretaries of each of the Mississippi Guarantors and certain other entities named therein certifying: |
| (a) | Certificate of Formation of Dixie White House as being in effect on the date of such Certificate; |
| (b) | Operating Agreement of Dixie White House as being in effect on the date of such Certificate; |
| (c) | Certificate of Formation of Ocean Springs as being in effect on the date of such Certificate; |
| (d) | Operating Agreement of Ocean Springs as being in effect on the date of such Certificate; |
| (e) | Certificate of Formation of Skyler Florida as being in effect on the date of such Certificate; |
| (f) | Operating Agreement of Skyler Florida as being in effect on the date of such Certificate; |
| (g) | Certificate of Formation of Skyler Boyington as being in effect on the date of such Certificate; |
| (h) | Operating Agreement of Skyler Boyington as being in effect on the date of such Certificate; |
| (i) | Resolutions adopted by each Mississippi Guarantor and certain other entities named therein relating to the Transaction Documents and the transactions contemplated thereby, as being in effect on the date of such Certificate; and |
| (j) | The incumbency and specimen signatures of certain officers of each Mississippi Guarantor and such other entities named therein; and |
| 6. | Separate Certificates of Good Standing, each dated as of November 5, 2015, issued by the Secretary of State of the State of Mississippi addressing the good standing of the Mississippi Guarantors (together, the “Certificates of Good Standing”). |
Omega Healthcare Investors, Inc.
November 12, 2015
Page 3
We have also examined such certificates of public officials and of representatives of the Mississippi Guarantors and other documents and records and such questions of law as we have deemed necessary as a basis for the opinions set forth below. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to various facts material to the opinions set forth herein, we have relied upon the statements and representations made in the Registration Statement and the Indenture and upon such certificates of public officials and of representatives of the Mississippi Guarantors, which facts we have not independently verified. In rendering our opinion herein, we have relied upon the Certificates of Good Standing for the conclusions that each Mississippi Guarantor was duly formed, is validly existing, and is in good standing under the laws of Mississippi.
For purposes of this opinion, we have assumed that:
1. Each Transaction Document, was duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the parties thereto other than the Mississippi Guarantors;
2. Consideration for the Transaction Documents has been delivered to the Mississippi Guarantors and is legally sufficient;
3. There are no written or oral terms and conditions agreed to by, or course of conduct or dealings between any of the parties to the Transaction Documents that amend, delete, supplement, alter or otherwise vary the express terms of any of the Transaction Documents;
4. The Transaction Documents, as executed and delivered, conform in all material respects to the drafts delivered to us, with all blank spaces appropriately completed and all appropriate exhibits attached; and
5. Each party has acted in good faith and without notice of any defense against the enforcement of any rights created by the transactions contemplated by the Transaction Documents, and that the parties will act at all times in good faith and in a commercially reasonable manner.
The opinions set forth herein are limited to the law of the State, and we express no opinion herein as to the law of any other jurisdiction. Notwithstanding any governing law provisions contained in the Transactions Documents choosing New York law, we have for purposes of this opinion letter assumed that the courts will apply the laws of the State of Mississippi to the interpretation, construction and enforcement of the Transaction Documents.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when (a) the Registration Statement has become effective under the Act, (b) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, (c) the Exchange Notes (in the form examined by us) have been duly executed and delivered by the Parent and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes, and (d) the Guarantees (in the form examined by us) have been duly executed and delivered by the Guarantors, each in accordance with the provisions of the Indenture upon consummation of the Exchange Offer, and otherwise in accordance with the terms of the Registration Statement and the exhibits thereto, each Guarantee executed by a Mississippi Guarantor will constitute a valid and binding obligation of the Mississippi Guarantor that is a party thereto.
Omega Healthcare Investors, Inc.
November 12, 2015
Page 4
The opinion set forth above are subject to the following qualifications and limitations:
1. Our opinion herein is (a) limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting generally the rights or remedies of creditors or the obligations of debtors and (b) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
2. We call to your attention the fact that the Mississippi Supreme Court has not addressed the issue of enforceability of a contractual choice of law provision, however the United States Court of Appeals for the Fifth Circuit inFMC Finance Corp. v. Murphee, 632 F.2d 413 (5th Cir. 1980) applied Erie analysis to conclude that Mississippi law recognizes that parties may legitimately control the choice of substantive law in a contract as long as the state law selected bears a rational relation to the transaction, and we rely on that decision to the extent our opinion relates to the enforceability of the contractual choice of New York law. While the matter is not free from doubt, a state or federal court in the State applying State choice of law rules should give effect to the choice of law provisions of those Transaction Documents that choose the laws of New York except where (a) such court determines that the State of New York does not have sufficient contact to the parties to such Transaction Documents or the transaction contemplated by such Transaction Documents or (b) the result obtained from the application of the law of the State of New York would be contrary to the public policy or prejudicial to the interests of the State.
3. We express no opinion as to any of the following to the extent relevant to the Guarantees of the Mississippi Guarantors: (a) any provision in the Transaction Documents that excludes, waives or limits the liability of any party (i) for its own gross fault, intentional fault or for causing physical injury to the other party, (ii) for the released or indemnified’s party’s negligence, where the release or indemnity does not expressly include liability arising out of such negligence, or (iii) that requires indemnification for the indemnified party’s failure to comply with limitations or requirements of applicable law; (b) any provision in the Transaction Documents prohibiting the non-written modification of such documents; (c) as to whether or not any party to the Transaction Documents is in compliance with any covenants, representations or warranties contained in the Transaction Documents; (d) any provision in the Transaction Documents waiving unknown rights or defenses; (e) any provision requiring the payment of attorneys’ fees and expenses, in an amount in excess of reasonable attorneys’ fees and expenses actually incurred; (f) any provision purporting to shorten any statute of limitations, or waiving in advance any defense with respect to any statute of limitations; (g) any provision of the Transaction Documents granting the Trustee or any Holder the unilateral right or discretion to determine standards or requirements for performance not expressly enumerated in the Transaction Documents; (h) any provision providing for equitable remedies such as specific performance or injunctive relief; (i) any provision of the Transaction Documents which: (1) establish, waive, or define rights relating to exculpation, waiver, or ratification of future acts or conversion; (2) conflict with the provisions ofMiss. Code § 75-17-27, which prohibit the assessment of a late payment charge in excess of $5.00 or four percent (4%) of the amount of any delinquency, whichever is greater, and which prohibits any such late payment charge unless such delinquency is more than fifteen (15) days past due; or (3) waive or release the right of a debtor, following acceleration of the obligations upon default, to reinstate an installment schedule by tender of past due amounts and certain expenses; and (j) the application of or compliance with: (1) statutes, administrative decisions, rules or regulations of any county, municipality, or special political subdivision or other local authority; (2) ERISA laws, rules and regulations; or (3) federal or state taxation, banking, anti-trust, securities or “blue sky” laws, rules or regulations.
Omega Healthcare Investors, Inc.
November 12, 2015
Page 5
This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. In every instance in this opinion where we have relied on a document prepared, conclusion drawn, or certification made, by another person or entity, we have made no investigation of that other person or entity for purposes of corroborating the accuracy of any information or representations provided to us by that other person or entity; however, we have no knowledge of any facts which would lead us to believe such matters to be untrue or inaccurate.
This opinion letter is made as of the date hereof and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, including, without limitation, any changes in Mississippi law. Insofar as the opinions herein relate to any actions to be taken after the date of this letter, the opinions are limited to the facts as they exist and the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Butler Snow LLP | |
| Butler Snow LLP |
Omega Healthcare Investors, Inc.
November 12, 2015
Page 6
Schedule I
Guarantors
| 11900 East Artesia Boulevard, LLC | CFG 2115 Woodstock Place LLC | |
| 1200 Ely Street Holdings Co. LLC | Champaign Williamson Franklin, L.L.C. | |
| 13922 Cerise Avenue, LLC | Chardon Ohio Property Holdings, L.L.C. | |
| 1628 B Street, LLC | Chardon Ohio Property, L.L.C. | |
| 2400 Parkside Drive, LLC | Chatham Aviv, L.L.C. | |
| 2425 Teller Avenue, LLC | Chippewa Valley, L.L.C. | |
| 245 East Wilshire Avenue, LLC | CHR Bartow LLC | |
| 3232 Artesia Real Estate, LLC | CHR Boca Raton LLC | |
| 3806 Clayton Road, LLC | CHR Bradenton LLC | |
| 42235 County Road Holdings Co. LLC | CHR Cape Coral LLC | |
| 446 Sycamore Road, L.L.C. | CHR Fort Myers LLC | |
| 48 High Point Road, LLC | CHR Fort Walton Beach LLC | |
| 523 Hayes Lane, LLC | CHR Lake Wales LLC | |
| 637 East Romie Lane, LLC | CHR Lakeland LLC | |
| Alamogordo Aviv, L.L.C. | CHR Pompano Beach Broward LLC | |
| Albany Street Property, L.L.C. | CHR Pompano Beach LLC | |
| Arizona Lessor – Infinia, LLC | CHR Sanford LLC | |
| Arkansas Aviv, L.L.C. | CHR Spring Hill LLC | |
| Arma Yates, L.L.C. | CHR St. Pete Bay LLC | |
| Avery Street Property, L.L.C | CHR St. Pete Egret LLC | |
| Aviv Asset Management, L.L.C. | CHR Tampa Carrollwood LLC | |
| Aviv Financing I, L.L.C. | CHR Tampa LLC | |
| Aviv Financing II, L.L.C. | CHR Tarpon Springs LLC | |
| Aviv Financing III, L.L.C. | CHR Titusville LLC | |
| Aviv Financing IV, L.L.C. | Clarkston Care, L.L.C. | |
| Aviv Financing V, L.L.C. | Clayton Associates, L.L.C. | |
| Aviv Foothills, L.L.C. | Colonial Gardens, LLC | |
| Aviv Healthcare Capital Corporation | Colonial Madison Associates, L.L.C. | |
| Aviv Healthcare Properties Operating Partnership I, L.P. | Colorado Lessor - Conifer, LLC | |
| Aviv Liberty, L.L.C. | Columbus Texas Aviv, L.L.C. | |
| Avon Ohio, L.L.C. | Columbus Western Avenue, L.L.C. | |
| Bala Cynwyd Real Estate, LP | Colville Washington Property, L.L.C. | |
| Bayside Colorado Healthcare Associates, LLC | Commerce Nursing Homes, L.L.C. | |
| Bayside Street II, LLC | Commerce Sterling Hart Drive, L.L.C. | |
| Bayside Street, LLC | Conroe Rigby Owen Road, L.L.C. | |
| Belleville Illinois, L.L.C. | CR Aviv, L.L.C. | |
| Bellingham II Associates, L.L.C. | Crete Plus Five Property, L.L.C. | |
| Bethel ALF Property, L.L.C. | Crooked River Road, L.L.C. | |
| BHG Aviv, L.L.C. | CSE Albany LLC | |
| Biglerville Road, L.L.C. | CSE Amarillo LLC | |
| Bonham Texas, L.L.C. | CSE Arden L.P. | |
| Bradenton ALF Property, L.L.C. | CSE Augusta LLC | |
| Burton NH Property, L.L.C. | CSE Bedford LLC | |
| California Aviv Two, L.L.C. | CSE Blountville LLC | |
| California Aviv, L.L.C. | CSE Bolivar LLC | |
| Camas Associates, L.L.C. | CSE Cambridge LLC | |
| Canton Health Care Land, LLC | CSE Cambridge Realty LLC | |
| Carnegie Gardens LLC | CSE Camden LLC | |
| Casa/Sierra California Associates, L.L.C. | CSE Canton LLC |
Omega Healthcare Investors, Inc.
November 12, 2015
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| CSE Casablanca Holdings II LLC | CSE Pilot Point LLC | |
| CSE Casablanca Holdings LLC | CSE Pine View LLC | |
| CSE Cedar Rapids LLC | CSE Ponca City LLC | |
| CSE Centennial Village, LP | CSE Port St. Lucie LLC | |
| CSE Chelmsford LLC | CSE Richmond LLC | |
| CSE Chesterton LLC | CSE Ripley LLC | |
| CSE Claremont LLC | CSE Ripon LLC | |
| CSE Corpus North LLC | CSE Safford LLC | |
| CSE Denver Iliff LLC | CSE Salina LLC | |
| CSE Denver LLC | CSE Seminole LLC | |
| CSE Douglas LLC | CSE Shawnee LLC | |
| CSE Elkton LLC | CSE Spring Branch LLC | |
| CSE Elkton Realty LLC | CSE Stillwater LLC | |
| CSE Fairhaven LLC | CSE Taylorsville LLC | |
| CSE Fort Wayne LLC | CSE Texarkana LLC | |
| CSE Frankston LLC | CSE Texas City LLC | |
| CSE Georgetown LLC | CSE The Village LLC | |
| CSE Green Bay LLC | CSE Upland LLC | |
| CSE Hilliard LLC | CSE Walnut Cove L.P. | |
| CSE Huntingdon LLC | CSE West Point LLC | |
| CSE Huntsville LLC | CSE Whitehouse LLC | |
| CSE Indianapolis-Continental LLC | CSE Williamsport LLC | |
| CSE Indianapolis-Greenbriar LLC | CSE Winter Haven LLC | |
| CSE Jacinto City LLC | CSE Woodfin L.P. | |
| CSE Jefferson City LLC | CSE Yorktown LLC | |
| CSE Jeffersonville-Hillcrest Center LLC | Cuyahoga Falls Property, L.L.C. | |
| CSE Jeffersonville-Jennings House LLC | Dallas Two Property, L.L.C. | |
| CSE Kerrville LLC | Danbury ALF Property, L.L.C. | |
| CSE King L.P. | Darien ALF Property, L.L.C. | |
| CSE Kingsport LLC | Delta Investors I, LLC | |
| CSE Knightdale L.P. | Delta Investors II, LLC | |
| CSE Lake City LLC | Denison Texas, L.L.C. | |
| CSE Lake Worth LLC | Desert Lane LLC | |
| CSE Lakewood LLC | Dixie White House Nursing Home, LLC | |
| CSE Las Vegas LLC | Dixon Health Care Center, LLC | |
| CSE Lawrenceburg LLC | East Rollins Street, L.L.C. | |
| CSE Lenoir L.P. | Edgewood Drive Property, L.L.C. | |
| CSE Lexington Park LLC | Effingham Associates, L.L.C. | |
| CSE Lexington Park Realty LLC | Elite Mattoon, L.L.C. | |
| CSE Ligonier LLC | Elite Yorkville, L.L.C. | |
| CSE Live Oak LLC | Encanto Senior Care, LLC | |
| CSE Lowell LLC | Falcon Four Property Holding, L.L.C. | |
| CSE Marianna Holdings LLC | Falcon Four Property, L.L.C. | |
| CSE Memphis LLC | Falfurrias Texas, L.L.C. | |
| CSE Mobile LLC | Florida ALF Properties, L.L.C. | |
| CSE Moore LLC | Florida Four Properties, L.L.C. | |
| CSE North Carolina Holdings I LLC | Florida Lessor – Meadowview, LLC | |
| CSE North Carolina Holdings II LLC | Florida Real Estate Company, LLC | |
| CSE Omro LLC | Fort Stockton Property, L.L.C. | |
| CSE Orange Park LLC | Four Fountains Aviv, L.L.C. | |
| CSE Orlando-Pinar Terrace Manor LLC | Fredericksburg South Adams Street, L.L.C. | |
| CSE Orlando-Terra Vista Rehab LLC | Freewater Oregon, L.L.C. | |
| CSE Pennsylvania Holdings, LP | Fullerton California, L.L.C. | |
| CSE Piggott LLC | G&L Gardens, LLC |
Omega Healthcare Investors, Inc.
November 12, 2015
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| Gardnerville Property, L.L.C. | Mt. Vernon Texas, L.L.C. | |
| Georgia Lessor - Bonterra/Parkview, LLC | Murray County, L.L.C. | |
| Germantown Property, L.L.C. | Muscatine Toledo Properties, L.L.C. | |
| Giltex Care, L.L.C. | N.M. Bloomfield Three Plus One Limited Company | |
| Glendale NH Property, L.L.C. | N.M. Espanola Three Plus One Limited Company | |
| Golden Hill Real Estate Company, LLC | N.M. Lordsburg Three Plus One Limited Company | |
| Gonzales Texas Property, L.L.C. | N.M. Silver City Three Plus One Limited Company | |
| Great Bend Property, L.L.C. | New Hope Property, L.L.C. | |
| Greenbough, LLC | Newtown ALF Property, L.L.C. | |
| Greenville Kentucky Property, L.L.C. | Nicholasville Kentucky Property, L.L.C. | |
| Heritage Monterey Associates, L.L.C. | North Las Vegas LLC | |
| HHM Aviv, L.L.C. | North Royalton Ohio Property, L.L.C. | |
| Hidden Acres Property, L.L.C. | Norwalk ALF Property, L.L.C. | |
| Highland Leasehold, L.L.C. | NRS Ventures, L.L.C. | |
| Hobbs Associates, L.L.C. | Oakland Nursing Homes, L.L.C. | |
| Hot Springs Atrium Owner, LLC | Ocean Springs Nursing Home, LLC | |
| Hot Springs Aviv, L.L.C. | October Associates, L.L.C. | |
| Hot Springs Cottages Owner, LLC | Ogden Associates, L.L.C. | |
| Hot Springs Marina Owner, LLC | OHI (Connecticut), LLC | |
| Houston Texas Aviv, L.L.C. | OHI (Illinois), LLC | |
| Hutchinson Kansas, L.L.C. | OHI (Indiana), LLC | |
| Hutton I Land, LLC | OHI (Iowa), LLC | |
| Hutton II Land, LLC | OHI Asset (AR) Ash Flat, LLC | |
| Hutton III Land, LLC | OHI Asset (AR) Camden, LLC | |
| Idaho Associates, L.L.C. | OHI Asset (AR) Conway, LLC | |
| Illinois Missouri Properties, L.L.C. | OHI Asset (AR) Des Arc, LLC | |
| Indiana Lessor – Wellington Manor, LLC | OHI Asset (AR) Hot Springs, LLC | |
| Iowa Lincoln County Property, L.L.C. | OHI Asset (AR) Malvern, LLC | |
| Jasper Springhill Street, L.L.C. | OHI Asset (AR) Mena, LLC | |
| Kansas Five Property, L.L.C. | OHI Asset (AR) Pocahontas, LLC | |
| Karan Associates Two, L.L.C. | OHI Asset (AR) Sheridan, LLC | |
| Karan Associates, L.L.C. | OHI Asset (AR) Walnut Ridge, LLC | |
| Karissa Court Property, L.L.C. | OHI Asset (AZ) Austin House, LLC | |
| KB Northwest Associates, L.L.C. | OHI Asset (CA), LLC | |
| Kentucky NH Properties, L.L.C. | OHI Asset (CO), LLC | |
| Kingsville Texas, L.L.C. | OHI Asset (CT) Lender, LLC | |
| LAD I Real Estate Company, LLC | OHI Asset (FL) Eustis, LLC | |
| Leatherman 90-1, LLC | OHI Asset (FL) Lake Placid, LLC | |
| Leatherman Partnership 89-1, LLC | OHI Asset (FL) Lender, LLC | |
| Leatherman Partnership 89-2, LLC | OHI Asset (FL) Lutz, LLC | |
| Louisville Dutchmans Property, L.L.C. | OHI Asset (FL) Pensacola - Hillview, LLC | |
| Magnolia Drive Property, L.L.C. | OHI Asset (FL), LLC | |
| Manor Associates, L.L.C. | OHI Asset (GA) Dunwoody, LLC | |
| Mansfield Aviv, L.L.C. | OHI Asset (GA) Macon, LLC | |
| Massachusetts Nursing Homes, L.L.C. | OHI Asset (GA) Moultrie, LLC | |
| McCarthy Street Property, L.L.C. | OHI Asset (GA) Roswell, LLC | |
| Meridian Arms Land, LLC | OHI Asset (GA) Snellville, LLC | |
| Minnesota Associates, L.L.C. | OHI Asset (ID) Holly, LLC | |
| Mishawaka Property, L.L.C. | OHI Asset (ID) Midland, LLC | |
| Missouri Associates, L.L.C. | OHI Asset (ID), LLC | |
| Missouri Regency Associates, L.L.C. | OHI Asset (IL), LLC | |
| Montana Associates, L.L.C. | OHI Asset (IN) American Village, LLC | |
| Monterey Park Leasehold Mortgage, L.L.C. | OHI Asset (IN) Anderson, LLC | |
| Mount Washington Property, L.L.C. | OHI Asset (IN) Beech Grove, LLC |
Omega Healthcare Investors, Inc.
November 12, 2015
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| OHI Asset (IN) Clarksville, LLC | OHI Asset (PA), LP | |
| OHI Asset (IN) Clinton, LLC | OHI Asset (SC) Aiken, LLC | |
| OHI Asset (IN) Connersville, LLC | OHI Asset (SC) Anderson, LLC | |
| OHI Asset (IN) Crown Point, LLC | OHI Asset (SC) Easley Anne, LLC | |
| OHI Asset (IN) Eagle Valley, LLC | OHI Asset (SC) Easley Crestview, LLC | |
| OHI Asset (IN) Elkhart, LLC | OHI Asset (SC) Edgefield, LLC | |
| OHI Asset (IN) Forest Creek, LLC | OHI Asset (SC) Greenville Griffith, LLC | |
| OHI Asset (IN) Fort Wayne, LLC | OHI Asset (SC) Greenville Laurens, LLC | |
| OHI Asset (IN) Franklin, LLC | OHI Asset (SC) Greenville North, LLC | |
| OHI Asset (IN) Greensburg, LLC | OHI Asset (SC) Greenville, LLC | |
| OHI Asset (IN) Indianapolis, LLC | OHI Asset (SC) Greer, LLC | |
| OHI Asset (IN) Jasper, LLC | OHI Asset (SC) Marietta, LLC | |
| OHI Asset (IN) Kokomo, LLC | OHI Asset (SC) McCormick, LLC | |
| OHI Asset (IN) Lafayette, LLC | OHI Asset (SC) Orangeburg, LLC | |
| OHI Asset (IN) Madison, LLC | OHI Asset (SC) Pickens East Cedar, LLC | |
| OHI Asset (IN) Monticello, LLC | OHI Asset (SC) Pickens Rosemond, LLC | |
| OHI Asset (IN) Noblesville, LLC | OHI Asset (SC) Piedmont, LLC | |
| OHI Asset (IN) Rosewalk, LLC | OHI Asset (SC) Simpsonville SE Main, LLC | |
| OHI Asset (IN) Salem, LLC | OHI Asset (SC) Simpsonville West Broad, LLC | |
| OHI Asset (IN) Seymour, LLC | OHI Asset (SC) Simpsonville West Curtis, LLC | |
| OHI Asset (IN) Spring Mill, LLC | OHI Asset (TN) Bartlett, LLC | |
| OHI Asset (IN) Terre Haute, LLC | OHI Asset (TN) Collierville, LLC | |
| OHI Asset (IN) Wabash, LLC | OHI Asset (TN) Jefferson City, LLC | |
| OHI Asset (IN) Westfield, LLC | OHI Asset (TN) Memphis, LLC | |
| OHI Asset (IN) Zionsville, LLC | OHI Asset (TN) Rogersville, LLC | |
| OHI Asset (LA) Baton Rouge, LLC | OHI Asset (TX) Anderson, LLC | |
| OHI Asset (LA), LLC | OHI Asset (TX) Bryan, LLC | |
| OHI Asset (MD), LLC | OHI Asset (TX) Burleson, LLC | |
| OHI Asset (MI) Heather Hills, LLC | OHI Asset (TX) College Station, LLC | |
| OHI Asset (MI), LLC | OHI Asset (TX) Comfort, LLC | |
| OHI Asset (MO), LLC | OHI Asset (TX) Diboll, LLC | |
| OHI Asset (MS) Byhalia, LLC | OHI Asset (TX) Granbury, LLC | |
| OHI Asset (MS) Cleveland, LLC | OHI Asset (TX) Hondo, LLC | |
| OHI Asset (MS) Clinton, LLC | OHI Asset (TX) Italy, LLC | |
| OHI Asset (MS) Columbia, LLC | OHI Asset (TX) Winnsboro, LLC | |
| OHI Asset (MS) Corinth, LLC | OHI Asset (TX), LLC | |
| OHI Asset (MS) Greenwood, LLC | OHI Asset (UT) Ogden, LLC | |
| OHI Asset (MS) Grenada, LLC | OHI Asset (UT) Provo, LLC | |
| OHI Asset (MS) Holly Springs, LLC | OHI Asset (UT) Roy, LLC | |
| OHI Asset (MS) Indianola, LLC | OHI Asset (VA) Charlottesville, LLC | |
| OHI Asset (MS) Natchez, LLC | OHI Asset (VA) Farmville, LLC | |
| OHI Asset (MS) Picayune, LLC | OHI Asset (VA) Hillsville, LLC | |
| OHI Asset (MS) Vicksburg, LLC | OHI Asset (VA) Martinsville SNF, LLC | |
| OHI Asset (MS) Yazoo City, LLC | OHI Asset (VA) Rocky Mount, LLC | |
| OHI Asset (NC) Wadesboro, LLC | OHI Asset (WA) Battle Ground, LLC | |
| OHI Asset (NY) 2nd Avenue, LLC | OHI Asset (WA) Fort Vancouver, LLC | |
| OHI Asset (NY) 93rd Street, LLC | OHI Asset (WV) Danville, LLC | |
| OHI Asset (OH) Lender, LLC | OHI Asset (WV) Ivydale, LLC | |
| OHI Asset (OH), LLC | OHI Asset CHG ALF, LLC | |
| OHI Asset (OR) Portland, LLC | OHI Asset CSB LLC | |
| OHI Asset (OR) Troutdale, LLC | OHI Asset CSE-E Subsidiary, LLC | |
| OHI Asset (PA) GP, LLC | OHI Asset CSE-E, LLC | |
| OHI Asset (PA) West Mifflin, LP | OHI Asset CSE-U Subsidiary, LLC | |
| OHI Asset (PA), LLC | OHI Asset CSE-U, LLC |
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| OHI Asset HUD CFG, LLC | Red Rocks, L.L.C. | |
| OHI Asset HUD Delta, LLC | Richland Washington, L.L.C. | |
| OHI Asset HUD H-F, LLC | Ridgecrest Senior Care, LLC | |
| OHI Asset HUD SF CA, LLC | Riverside Nursing Home Associates Two, L.L.C. | |
| OHI Asset HUD SF, LLC | Riverside Nursing Home Associates, L.L.C. | |
| OHI Asset HUD WO, LLC | Rockingham Drive Property, L.L.C. | |
| OHI Asset II (CA), LLC | Rose Baldwin Park Property L.L.C. | |
| OHI Asset II (FL), LLC | S.C. Portfolio Property, L.L.C. | |
| OHI Asset II (PA), LP | Salem Associates, L.L.C. | |
| OHI Asset III (PA), LP | San Juan NH Property, LLC | |
| OHI Asset IV (PA) Silver Lake, LP | Sandalwood Arkansas Property, L.L.C. | |
| OHI Asset Management, LLC | Santa Ana-Bartlett, L.L.C. | |
| OHI Asset RO PMM Services, LLC | Santa Fe Missouri Associates, L.L.C. | |
| OHI Asset RO, LLC | Savoy/Bonham Venture, L.L.C. | |
| OHI Asset, LLC | Searcy Aviv, L.L.C. | |
| OHI Healthcare Properties Holdco, Inc. | Sedgwick Properties, L.L.C. | |
| OHI Healthcare Properties Limited Partnership | Seguin Texas Property, L.L.C. | |
| OHI Mezz Lender, LLC | Sierra Ponds Property, L.L.C. | |
| OHI Tennessee, LLC | Skyler Boyington, LLC | |
| OHIMA, LLC | Skyler Florida, LLC | |
| Ohio Aviv Three, L.L.C. | Skyler Maitland LLC | |
| Ohio Aviv Two, L.L.C. | Skyler Pensacola, LLC | |
| Ohio Aviv, L.L.C. | Skyview Associates, L.L.C. | |
| Ohio Indiana Property, L.L.C. | Southeast Missouri Property, L.L.C. | |
| Ohio Pennsylvania Property, L.L.C. | Southern California Nevada, L.L.C. | |
| Oklahoma Two Property, L.L.C. | St. Joseph Missouri Property, L.L.C. | |
| Oklahoma Warr Wind, L.L.C. | St. Mary’s Properties, LLC | |
| Omaha Associates, L.L.C. | Star City Arkansas, L.L.C. | |
| Omega TRS I, Inc. | Stephenville Texas Property, L.L.C. | |
| Orange ALF Property, L.L.C. | Sterling Acquisition, LLC | |
| Orange Village Care Center, LLC | Stevens Avenue Property, L.L.C. | |
| Orange, L.L.C. | Sun-Mesa Properties, L.L.C. | |
| Oregon Associates, L.L.C. | Suwanee, LLC | |
| Oso Avenue Property, L.L.C. | Texas Fifteen Property, L.L.C. | |
| Ostrom Avenue Property, L.L.C. | Texas Four Property, L.L.C. | |
| Palm Valley Senior Care, LLC | Texas Lessor – Stonegate GP, LLC | |
| Panama City Nursing Center LLC | Texas Lessor – Stonegate, Limited, LLC | |
| Pavillion North Partners, LLC | Texas Lessor – Stonegate, LP | |
| Pavillion North, LLP | Texhoma Avenue Property, L.L.C. | |
| Pavillion Nursing Center North, LLC | The Suburban Pavilion, LLC | |
| Peabody Associates Two, L.L.C. | Tujunga, L.L.C. | |
| Peabody Associates, L.L.C. | Tulare County Property, L.L.C. | |
| Pennington Road Property, L.L.C. | VRB Aviv, L.L.C. | |
| Pensacola Real Estate Holdings I, LLC | Washington Idaho Property, L.L.C. | |
| Pensacola Real Estate Holdings II, LLC | Washington Lessor – Silverdale, LLC | |
| Pensacola Real Estate Holdings III, LLC | Washington-Oregon Associates, L.L.C. | |
| Pensacola Real Estate Holdings IV, LLC | Watauga Associates, L.L.C. | |
| Pensacola Real Estate Holdings V, LLC | Wellington Leasehold, L.L.C. | |
| Pocatello Idaho Property, L.L.C. | West Pearl Street, L.L.C. | |
| Pomona Vista L.L.C. | West Yarmouth Property I, L.L.C. | |
| Prescott Arkansas, L.L.C. | Westerville Ohio Office Property, L.L.C. | |
| PV Realty-Willow Tree, LLC | Wheeler Healthcare Associates, L.L.C. | |
| Raton Property Limited Company | Whitlock Street Property, L.L.C. | |
| Ravenna Ohio Property, L.L.C. | Wilcare, LLC |
Omega Healthcare Investors, Inc.
November 12, 2015
Page 11
| Willis Texas Aviv, L.L.C. | ||
| Yuba Aviv, L.L.C. |