Exhibit 5.3
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G. VERN ALBRIGHT WILLIAM H. STODDARD WHITNEY B. WARNICK Also Licensed in Utah G. MARK ALBRIGHT D. CHRIS ALBRIGHT WILLIAM H. STODDARD, JR. Also Licensed in California | | LAW OFFICES Albright, Stoddard, Warnick & Albright A PROFESSIONAL CORPORATION QUAIL PARK I, SUITE D-4 801 SOUTH RANCHO DRIVE LAS VEGAS, NEVADA 89106 (702) 384-7111v FAX: (702) 384-0605 | | ESTABLISHED IN 1970 |
August 28, 2014
CareTrust REIT, Inc.
27101 Puerta Real, Suite 400
Mission Viejo, CA 92691
Re: $260,000,000 Aggregate Principal Amount of 5.875% Senior Notes Due 2021
Ladies and Gentlemen:
We have acted as special counsel to the entities listed on Exhibit “A” hereto (collectively, the “NV Guarantors”), in connection with the public offering of up to $260,000,000 aggregate principal amount of the 5.875% Senior Notes due 2021 (the “Exchange Notes”) by CTR Partnership, L.P., a Delaware limited partnership, and CareTrust Capital Corp., a Delaware corporation (collectively, the “Issuers”), pursuant to that certain Indenture, dated as of May 30, 2014 (the “Indenture”), among the Issuers, the guarantors referred to therein, including the NV Guarantors (collectively, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee, which provides for the guarantees of the Exchange Notes by the Guarantors, including the NV Guarantors (collectively, the “Guarantees”), to the extent set forth in the Indenture.
We understand that this opinion is being furnished to comply with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). In rendering the opinion stated herein, we have reviewed and relied upon the following:
(a) the registration statement on Form S-4 of the Issuers and the Guarantors relating to the Exchange Notes and the Guarantees to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act on the date hereof (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) an executed copy of the Indenture, including Article 10 thereof containing the Guarantee obligation of the Guarantors, including the NV Guarantors;
(c) an executed copy of the Secretaries’ Certificate from the Secretary of CareTrust Capital Corp and CareTrust REIT, Inc. (including in its capacity as sole member of CareTrust GP, LLC, including in its capacity as general partner of CTR Partnership, L.P., including in its capacity as sole member of each of the Guarantors, including the NV Guarantors), containing the following as exhibits thereto:
CareTrust REIT, Inc.
August 28, 2014
Page 2
i. the Articles of Organization of each of the NV Guarantors filed with the Nevada Secretary of State, as certified by the Secretary of State of the State of Nevada;
ii. the Amended and Restated Operating Agreement of each of the NV Guarantors (each, an “Operating Agreement”); and
iii. certain resolutions of the Board of Directors of CareTrust REIT, Inc. (on behalf of the NV Guarantors) adopted on May 30, 2014.
We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture or Guarantees contained therein.
We have also examined such written statutes of the State of Nevada and such written regulations thereunder and such reported orders, judgments or decrees of courts as we have deemed necessary for purposes of this opinion letter.
In our examination, we have, with your permission, assumed without independent verification (1) the genuineness of all signatures, (2) the legal capacity and competency of all natural persons, (3) the authenticity of all documents submitted to us as originals, (4) the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, (5) the authenticity of the originals of such copies, and (6) that all limited liability company records made available to us, and all public records we have reviewed, are accurate and complete. We have relied on representations made in the documents referred to above as to various questions of fact material to the matters set forth below and we have not assumed any responsibility for making any independent investigation or verification of any factual matter stated in or represented by any of the foregoing documents or any other factual matter.
In issuing this opinion letter, we have acted only as members of the bar in the State of Nevada. We do not express any opinion with respect to the laws of any jurisdiction other than the State of Nevada. The opinion set forth herein is expressly limited to and based exclusively on the general limited liability company laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws and judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulation, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that the Guarantees of the NV Guarantors have been duly authorized by all requisite action on the part of the NV Guarantors.
CareTrust REIT, Inc.
August 28, 2014
Page 3
The opinion stated herein is limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law), including, without limitation, concepts of materiality, reasonableness, unconscionability, and good faith and fair dealing.
In addition, in rendering the foregoing opinion we have assumed that the Operating Agreement of each NV Guarantor is the only agreement of the members of such NV Guarantor as to the affairs of such NV Guarantor and the conduct of its business and we do not express any opinion with respect to the effect of any other agreement of the members of such NV Guarantors as to the affairs of such NV Guarantor and the conduct of its business.
Please be further advised that this opinion letter addresses only those laws that a Nevada lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the entities, transactions and agreements addressed herein. The matters that are addressed in this opinion letter, the meaning of the language used and the scope of work performed are based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, an opinion of the kind set forth herein.
Our opinion and representations contained herein are rendered only as of the date hereof, and we undertake no obligation to update this opinion letter or the opinion and representations contained herein after the date hereof. The opinion and representations contained in this opinion letter only constitute our professional judgment as to the matters set forth herein, and should not be considered to be a guarantee of any particular result.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Subject to all qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Skadden, Arps, Slate, Meagher & Flom LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuers and to certain of the Guarantors, as filed with the Commission as Exhibit 5.1 to the Registration Statement on the date hereof.
Very truly yours,
ALBRIGHT, STODDARD, WARNICK & ALBRIGHT
/s/ Albright, Stoddard, Warnick & Albright
Exhibit A
NV Guarantors
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| Paredes Health Holdings LLC |
| Tenth East Holdings LLC |
| Mesquite Health Holdings LLC |
| Jefferson Ralston Holdings LLC |
| Queensway Health Holdings LLC |
| Irving Health Holdings LLC |
| Avenue N Holdings LLC |
| Expo Park Health Holdings LLC |
| Falls City Health Holdings LLC |
| Gillette Park Health Holdings LLC |
| Wayne Health Holdings LLC |
| CM Health Holdings LLC |
| Trinity Mill Holdings LLC |
| Lafayette Health Holdings LLC |
| Gazebo Park Health Holdings LLC |
| Prairie Health Holdings LLC |
| Jordan Health Properties LLC |
| Flamingo Health Holdings LLC |
| Salmon River Health Holdings LLC |
| Fort Street Health Holdings LLC |
| Snohomish Health Holdings LLC |
| Oleson Park Health Holdings LLC |
| Moenium Holdings LLC |
| Rio Grande Health Holdings LLC |
| Josey Ranch Healthcare Holdings LLC |
| Big Sioux River Health Holdings LLC |
| Cottonwood Health Holdings LLC |
| Dixie Health Holdings LLC |
| Queen City Health Holdings LLC |
| Saratoga Health Holdings LLC |
| Verde Villa Holdings LLC |
| Hillview Health Holdings LLC |
| 51st Avenue Health Holdings LLC |
| Wisteria Health Holdings LLC |
| Lowell Health Holdings LLC |
| Renee Avenue Health Holdings LLC |
| Northshore Healthcare Holdings LLC |
| Willits Health Holdings LLC |
| Arapahoe Health Holdings LLC |
| 49th Street Health Holdings LLC |
| Orem Health Holdings LLC |
| RB Heights Health Holdings LLC |
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| Lowell Lake Health Holdings LLC |
| Cherry Health Holdings LLC |
| Fig Street Health Holdings LLC |
| Fifth East Holdings LLC |
| Boardwalk Health Holdings LLC |
| Burley Healthcare Holdings LLC |
| Price Health Holdings LLC |
| Lemon River Holdings LLC |
| Memorial Health Holdings LLC |
| Silver Lake Health Holdings LLC |
| Willows Health Holdings LLC |
| Kings Court Health Holdings LLC |
| Emmett Healthcare Holdings LLC |
| 18th Place Health Holdings LLC |
| Silverada Health Holdings LLC |
| San Corrine Health Holdings LLC |
| Ives Health Holdings LLC |
| Lockwood Health Holdings LLC |
| Long Beach Health Associates LLC |
| Ensign Southland LLC |
| Lufkin Health Holdings LLC |
| Mission CCRC LLC |
| Stillhouse Health Holdings LLC |
| Regal Road Health Holdings LLC |
| Guadalupe Health Holdings LLC |
| Polk Health Holdings LLC |
| South Dora Health Holdings LLC |
| Expressway Health Holdings LLC |
| Everglades Health Holdings LLC |
| Temple Health Holdings LLC |
| 4th Street Holdings LLC |
| Bogardus Health Holdings LLC |
| Tulalip Bay Health Holdings LLC |
| Casa Linda Retirement LLC |
| Salt Lake Independence LLC |
| Dallas Independence LLC |
| Golfview Holdings LLC |
| Arrow Tree Health Holdings LLC |
| Trousdale Health Holdings LLC |
| Ensign Bellflower LLC |
| Anson Health Holdings LLC |
| Hillendahl Health Holdings LLC |
