Exhibit 5.1
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| | DLA Piper LLP (US) The Marbury Building 6225 Smith Avenue Baltimore, Maryland 21209-3600 www.dlapiper.com |
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| | T 410.580.3000 F 410.580.3001 |
April 15, 2019
CareTrust REIT, Inc.
905 Calle Amanecer, Suite 300
San Clemente, CA 92673
Re: | Offering of Common Stock |
Ladies and Gentlemen:
We have acted as special Maryland counsel to CareTrust REIT, Inc., a Maryland corporation (the “Company”), and have been requested to render this opinion in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the automatic shelf registration statement of the Company on FormS-3 (RegistrationNo. 333-217670), and any amendments through the date hereof (the “Registration Statement”), prepared and filed by the Company on May 4, 2017 with the Securities and Exchange Commission (the “Commission”), including the base prospectus included therein at the time the Registration Statement became effective (the “Base Prospectus”), the preliminary prospectus supplement, dated April 10, 2019, and filed by the Company with the Commission on April 10, 2019, pursuant to Rule 424(b)(5) under the Securities Act (together with the Base Prospectus, the “Preliminary Prospectus”), and the final prospectus supplement, dated April 10, 2019, and filed by the Company with the Commission on April 11, 2019 pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), of the offering by the Company of an aggregate of (i) 5,775,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) an additional 866,250 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”) pursuant to the overallotment option described in an Underwriting Agreement, dated as of April 10, 2019 (the “Underwriting Agreement”), by and among the Company and CTR Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), on the one hand, and BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. (collectively, the “Representatives”), as representatives of the several underwriters named onSchedule I to the Underwriting Agreement (collectively, the “Underwriters”), on the other hand. This opinion is being provided at your request in connection with the filing by the Company with the Commission of a Current Report on Form8-K on the date hereof (the “Form8-K”), and supplements our opinion, dated May 4, 2017, previously filed as Exhibit 5.2 to the Registration Statement. Capitalized terms used but not defined herein shall have the meanings specified in the Underwriting Agreement.
In rendering the opinion expressed herein, we have reviewed the following documents (the “Documents”):
(a) the Articles of Amendment and Restatement of the Company as filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) on and effective as of May 13, 2014, as amended by the Articles of Amendment to Articles of Amendment and Restatement of the Company as filed with the SDAT on and effective as of May 30, 2018 (collectively, the “Charter”);