August 11, 2014
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. (File No. 333-_______)
Ladies and Gentlemen:
We have served as special counsel to Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Parent and by the subsidiary guarantors listed on Schedule 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 $400,000,000 in aggregate principal amount of the Parent’s registered 4.950% Senior Notes due 2024 (the “Exchange Notes”) for an equal aggregate principal amount of its existing 4.950% Senior Notes due 2024 issued and outstanding in the aggregate principal amount of $400,000,000 (the “Initial Notes”), under the indenture dated as of March 11, 2014 (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 June 27, 2014 (the Original Indenture, as so supplemented, being herein referred to as the “Indenture”). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.
In connection herewith, we have examined:
| (1) | the Registration Statement (including all 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; |
Omega Healthcare Investors, Inc.
August 11, 2014
August 11, 2014
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| (5) | the charter, certificate or articles of incorporation, formation or trust and bylaws, limited liability company agreement, limited partnership agreement or other organizational documents of the Parent and each of the Guarantors incorporated, formed or organized under the laws of the States of Arizona, California, Colorado, Delaware, Illinois and Maryland, (such Guarantors, as so identified on Schedule I hereto, being sometimes collectively referred to herein as the “Identified Guarantors”), as in effect on the date hereof and as certified by the applicable Secretary, Assistant Secretary or other appropriate representative of the Parent or the Identified Guarantors (the “Organizational Documents”); |
| (6) | a certificate of legal existence and good standing for the Parent and each of the Identified Guarantors as of the date indicated on Schedule III; and |
| (7) | certificates of the respective Secretaries, Assistant Secretaries or other appropriate representatives of the Parent and each of the Identified Guarantors, certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers. |
The documents referenced as items (1) through (4) above are collectively referred to as the “Transaction Documents.” The documents referenced as items (1) through (7) above are collectively referred to as the “Reviewed Documents.”
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate, limited liability company, limited partnership or trust records, agreements and instruments of the Parent and of the Identified Guarantors, certificates of public officials and officers or other appropriate representatives of the Parent and the Identified Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Reviewed Documents and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) or other sites maintained by a court or government authority or regulatory body, and the authenticity of the originals or such latter documents. If any document we examined in printed, word processed or similar form has been filed with the Commission on EDGAR or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Parent and the Identified Guarantors.
Omega Healthcare Investors, Inc.
August 11, 2014
Page 3
In connection herewith, we have assumed that, other than with respect to the Parent and the Guarantors, all of the documents referred to in this opinion have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties thereto, all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
We have further assumed, with your permission, that (i) each of the Guarantors other than the Identified Guarantors (each, an “Other Guarantor,” and collectively, the “Other Guarantors”) has been duly organized and is validly existing in good standing under the laws of its state of organization, (ii) the execution and delivery by each such Other Guarantor of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder are within its organizational power and have been duly authorized by all necessary action (corporate or other) on its part, (iii) each of the Transaction Documents to which any Other Guarantor is a party has been duly executed and delivered by each such Other Guarantor and (iv) the execution and delivery by each Other Guarantor of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder do not result in any violation by it of the provisions of its organizational documents. We understand that you are receiving opinion letters, dated the date hereof, from the various law firms indicated on Schedule II hereto (the “Local Counsel Opinions”), as to the validity and binding nature of the Guarantees against the Other Guarantors under the laws of the Other Guarantors’ respective states of organization, and that such opinion letters are being filed as exhibits to the Registration Statement as indicated on Schedule II hereto. With your permission we have assumed the correctness of the conclusions set forth in the Local Counsel Opinions and express no opinion herein with regard thereto.
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 (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Parent and authenticated and delivered by the Trustee and issued in exchange for the Initial Notes and the Guarantees (in the form examined by us) have been duly executed 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:
| (1) | the Exchange Notes will constitute valid and binding obligations of the Parent; and |
| (2) | each Guarantee will constitute a valid and binding obligation of the Guarantor that is a party thereto. |
Omega Healthcare Investors, Inc.
August 11, 2014
Page 4
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:
(a) Our opinions set forth herein reflect only the application of applicable Arizona, California, Colorado, Illinois, and New York State law (excluding the securities and blue sky laws of such states, as to which we express no opinion), and to the extent required by the foregoing opinions, the General Corporation Law of the State of Delaware (8 Delaware Code Chapter 1), the Delaware Limited Liability Company Act (6 Delaware Code Chapter 18), the Delaware Revised Uniform Limited Partnership Act (6 Delaware Code Chapter 17), and the Delaware Statutory Trust Act (12 Delaware Code Chapter 38), the Maryland General Corporation Law (Titles 1-3, Corporations and Associations, Maryland Code), the Maryland Limited Liability Company Act (Title 4A, Corporations and Associations, Maryland Code), the Maryland Uniform Revised Limited Partnership Act (Title 9A, Corporations and Associations, Maryland Code) and the Maryland Business Trust Act (Title 12, Corporations and Associations, Maryland Code) (the jurisdictions referred to in this sentence being sometimes collectively referred to herein as the “Opinion Jurisdictions”). The opinions set forth herein are made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of the laws of any jurisdiction other than the Opinion Jurisdictions, or in the case of Delaware and Maryland, any other laws of such states.
(b) Our opinions contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
(c) Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.
Omega Healthcare Investors, Inc.
August 11, 2014
Page 5
(d) We express no opinion as to:
(i) the enforceability of (A) any provision of the Indenture, the Exchange Notes or Guarantees (collectively, the “Operative Documents”) purporting or attempting to (1) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (2) confer subject matter jurisdiction on a court not having independent grounds therefor, (3) modify or waive the requirements for effective service of process for any action that may be brought, (4) waive the right of the Parent, any Guarantor or any other person to a trial by jury, (5) provide that remedies are cumulative or that decisions by a party are conclusive, (6) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (7) provide for or grant a power of attorney, or (B) any provision of the Operative Documents relating to choice of law; or
(ii) the enforceability of (A) any rights to indemnification or contribution provided for in the Operative Documents which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights, (B) any provisions in the Operative Documents purporting to provide to the Trustee or any other person the right to receive costs and expenses beyond those reasonably incurred by it, or (C) provisions in the Operative Documents whose terms are left open for later resolution by the parties.
(e) Enforceability of the Guarantees is further subject to the qualification that certain waivers, procedures, remedies, and other provisions of the Guarantees may be unenforceable under or limited by the laws of the Opinion Jurisdictions; however, such laws do not in our opinion, substantially prevent the practical realization of the benefits intended by the Guarantees, except that the application of principles of guaranty and suretyship to the acts or omissions of the holder of the Guarantees after execution and delivery of such Guarantees may prevent the practical realization of the benefits intended by the Guarantees through a release or discharge of one or more Guarantors.
(f) We express no opinion as to whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by its parent are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes.
We do not render any opinions except as set forth above. 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,
Schedule I
Page 1 of 7
Schedule I
Guarantors
Subsidiary Guarantors | State or other jurisdiction of formation |
| Encanto Senior Care, LLC | Arizona |
| 13922 Cerise Avenue, LLC | California |
| 245 East Wilshire Avenue, LLC | California |
| 3806 Clayton Road, LLC | California |
| 523 Hayes Lane, LLC | California |
| 637 East Romie Lane, LLC | California |
| 2425 Teller Avenue, LLC | Colorado |
| Bayside Colorado Healthcare Associates, Inc. | Colorado |
| OHI (Connecticut), Inc. | Connecticut |
| Bayside Street II, Inc. | Delaware |
| Carnegie Gardens LLC | Delaware |
| CFG 2115 Woodstock Place LLC | Delaware |
| CSE Albany LLC | Delaware |
| CSE Amarillo LLC | Delaware |
| CSE Arden L.P. | Delaware |
| CSE Augusta LLC | Delaware |
| CSE Bedford LLC | Delaware |
| CSE Blountville LLC | Delaware |
| CSE Bolivar LLC | Delaware |
| CSE Cambridge LLC | Delaware |
| CSE Cambridge Realty LLC | Delaware |
| CSE Camden LLC | Delaware |
| CSE Canton LLC | Delaware |
| CSE Casablanca Holdings II LLC | Delaware |
| CSE Casablanca Holdings LLC | Delaware |
| CSE Cedar Rapids LLC | Delaware |
| CSE Centennial Village | Delaware |
| CSE Chelmsford LLC | Delaware |
| CSE Chesterton LLC | Delaware |
| CSE Claremont LLC | Delaware |
| CSE Corpus North LLC | Delaware |
| CSE Denver Iliff LLC | Delaware |
| CSE Denver LLC | Delaware |
| CSE Douglas LLC | Delaware |
| CSE Elkton LLC | Delaware |
| CSE Elkton Realty LLC | Delaware |
| CSE Fairhaven LLC | Delaware |
| CSE Fort Wayne LLC | Delaware |
| CSE Frankston LLC | Delaware |
| CSE Georgetown LLC | Delaware |
| CSE Green Bay LLC | Delaware |
| CSE Hilliard LLC | Delaware |
| CSE Huntingdon LLC | Delaware |
| CSE Huntsville LLC | Delaware |
Schedule I
Page 2 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| CSE Indianapolis-Continental LLC | Delaware |
| CSE Indianapolis-Greenbriar LLC | Delaware |
| CSE Jacinto City LLC | Delaware |
| CSE Jefferson City LLC | Delaware |
| CSE Jeffersonville-Hillcrest Center LLC | Delaware |
| CSE Jeffersonville-Jennings House LLC | Delaware |
| CSE Kerrville LLC | Delaware |
| CSE King L.P. | Delaware |
| CSE Kingsport LLC | Delaware |
| CSE Knightdale L.P. | Delaware |
| CSE Lake City LLC | Delaware |
| CSE Lake Worth LLC | Delaware |
| CSE Lakewood LLC | Delaware |
| CSE Las Vegas LLC | Delaware |
| CSE Lawrenceburg LLC | Delaware |
| CSE Lenoir L.P. | Delaware |
| CSE Lexington Park LLC | Delaware |
| CSE Lexington Park Realty LLC | Delaware |
| CSE Ligonier LLC | Delaware |
| CSE Live Oak LLC | Delaware |
| CSE Lowell LLC | Delaware |
| CSE Marianna Holdings LLC | Delaware |
| CSE Memphis LLC | Delaware |
| CSE Mobile LLC | Delaware |
| CSE Moore LLC | Delaware |
| CSE North Carolina Holdings I LLC | Delaware |
| CSE North Carolina Holdings II LLC | Delaware |
| CSE Omro LLC | Delaware |
| CSE Orange Park LLC | Delaware |
| CSE Orlando-Pinar Terrace Manor LLC | Delaware |
| CSE Orlando-Terra Vista Rehab LLC | Delaware |
| CSE Pennsylvania Holdings | Delaware |
| CSE Piggott LLC | Delaware |
| CSE Pilot Point LLC | Delaware |
| CSE Pine View LLC | Delaware |
| CSE Ponca City LLC | Delaware |
| CSE Port St. Lucie LLC | Delaware |
| CSE Richmond LLC | Delaware |
| CSE Ripley LLC | Delaware |
| CSE Ripon LLC | Delaware |
| CSE Safford LLC | Delaware |
| CSE Salina LLC | Delaware |
| CSE Seminole LLC | Delaware |
| CSE Shawnee LLC | Delaware |
| CSE Spring Branch LLC | Delaware |
| CSE Stillwater LLC | Delaware |
| CSE Taylorsville LLC | Delaware |
| CSE Texarkana LLC | Delaware |
| CSE Texas City LLC | Delaware |
Schedule I
Page 3 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| CSE The Village LLC | Delaware |
| CSE Upland LLC | Delaware |
| CSE Walnut Cove L.P. | Delaware |
| CSE West Point LLC | Delaware |
| CSE Whitehouse LLC | Delaware |
| CSE Williamsport LLC | Delaware |
| CSE Winter Haven LLC | Delaware |
| CSE Woodfin L.P. | Delaware |
| CSE Yorktown LLC | Delaware |
| Desert Lane LLC | Delaware |
| Greenbough, LLC | Delaware |
| LAD I Real Estate Company, LLC | Delaware |
| North Las Vegas LLC | Delaware |
| NRS Ventures, L.L.C. | Delaware |
| OHI Asset (AR) Ash Flat, LLC | Delaware |
| OHI Asset (AR) Camden, LLC | Delaware |
| OHI Asset (AR) Conway, LLC | Delaware |
| OHI Asset (AR) Des Arc, LLC | Delaware |
| OHI Asset (AR) Hot Springs, LLC | Delaware |
| OHI Asset (AR) Malvern, LLC | Delaware |
| OHI Asset (AR) Mena, LLC | Delaware |
| OHI Asset (AR) Pocahontas, LLC | Delaware |
| OHI Asset (AR) Sheridan, LLC | Delaware |
| OHI Asset (AR) Walnut Ridge, LLC | Delaware |
| OHI Asset (AZ) Austin House, LLC | Delaware |
| OHI Asset (CA), LLC | Delaware |
| OHI Asset (CO), LLC | Delaware |
| OHI Asset (CT) Lender, LLC | Delaware |
| OHI Asset (FL) Lake Placid, LLC | Delaware |
| OHI Asset (FL) Lender, LLC | Delaware |
| OHI Asset (FL), LLC | Delaware |
| OHI Asset (GA) Macon, LLC | Delaware |
| OHI Asset (GA) Moultrie, LLC | Delaware |
| OHI Asset (GA) Snellville, LLC | Delaware |
| OHI Asset (ID) Holly, LLC | Delaware |
| OHI Asset (ID) Midland, LLC | Delaware |
| OHI Asset (ID), LLC | Delaware |
| OHI Asset (IL), LLC | Delaware |
| OHI Asset (IN) American Village, LLC | Delaware |
| OHI Asset (IN) Anderson, LLC | Delaware |
| OHI Asset (IN) Beech Grove, LLC | Delaware |
| OHI Asset (IN) Clarksville, LLC | Delaware |
| OHI Asset (IN) Clinton, LLC | Delaware |
| OHI Asset (IN) Connersville, LLC | Delaware |
| OHI Asset (IN) Crown Point, LLC | Delaware |
| OHI Asset (IN) Eagle Valley, LLC | Delaware |
| OHI Asset (IN) Elkhart, LLC | Delaware |
| OHI Asset (IN) Forest Creek, LLC | Delaware |
| OHI Asset (IN) Fort Wayne, LLC | Delaware |
Schedule I
Page 4 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| OHI Asset (IN) Franklin, LLC | Delaware |
| OHI Asset (IN) Greensburg, LLC | Delaware |
| OHI Asset (IN) Indianapolis, LLC | Delaware |
| OHI Asset (IN) Jasper, LLC | Delaware |
| OHI Asset (IN) Kokomo, LLC | Delaware |
| OHI Asset (IN) Lafayette, LLC | Delaware |
| OHI Asset (IN) Madison, LLC | Delaware |
| OHI Asset (IN) Monticello, LLC | Delaware |
| OHI Asset (IN) Noblesville, LLC | Delaware |
| OHI Asset (IN) Rosewalk, LLC | Delaware |
| OHI Asset (IN) Salem, LLC | Delaware |
| OHI Asset (IN) Seymour, LLC | Delaware |
| OHI Asset (IN) Spring Mill, LLC | Delaware |
| OHI Asset (IN) Terre Haute, LLC | Delaware |
| OHI Asset (IN) Wabash, LLC | Delaware |
| OHI Asset (IN) Westfield, LLC | Delaware |
| OHI Asset (IN) Zionsville, LLC | Delaware |
| OHI Asset (LA), LLC | Delaware |
| OHI Asset (MD), LLC | Delaware |
| OHI Asset (MI) Heather Hills, LLC | Delaware |
| OHI Asset (MI), LLC | Delaware |
| OHI Asset (MO), LLC | Delaware |
| OHI Asset (MS) Byhalia, LLC | Delaware |
| OHI Asset (MS) Cleveland, LLC | Delaware |
| OHI Asset (MS) Clinton, LLC | Delaware |
| OHI Asset (MS) Columbia, LLC | Delaware |
| OHI Asset (MS) Corinth, LLC | Delaware |
| OHI Asset (MS) Greenwood, LLC | Delaware |
| OHI Asset (MS) Grenada, LLC | Delaware |
| OHI Asset (MS) Holly Springs, LLC | Delaware |
| OHI Asset (MS) Indianola, LLC | Delaware |
| OHI Asset (MS) Natchez, LLC | Delaware |
| OHI Asset (MS) Picayune, LLC | Delaware |
| OHI Asset (MS) Vicksburg, LLC | Delaware |
| OHI Asset (MS) Yazoo City, LLC | Delaware |
| OHI Asset (NC) Wadesboro, LLC | Delaware |
| OHI Asset (OH) Lender, LLC | Delaware |
| OHI Asset (OH), LLC | Delaware |
| OHI Asset (OR) Portland, LLC | Delaware |
| OHI Asset (PA), LLC | Delaware |
| OHI Asset (SC) Aiken, LLC | Delaware |
| OHI Asset (SC) Anderson, LLC | Delaware |
| OHI Asset (SC) Easley Anne, LLC | Delaware |
| OHI Asset (SC) Easley Crestview, LLC | Delaware |
| OHI Asset (SC) Edgefield, LLC | Delaware |
| OHI Asset (SC) Greenville, LLC | Delaware |
| OHI Asset (SC) Greenville Griffith, LLC | Delaware |
| OHI Asset (SC) Greenville Laurens, LLC | Delaware |
| OHI Asset (SC) Greenville North, LLC | Delaware |
Schedule I
Page 5 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| OHI Asset (SC) Greer, LLC | Delaware |
| OHI Asset (SC) Marietta, LLC | Delaware |
| OHI Asset (SC) McCormick, LLC | Delaware |
| OHI Asset (SC) Orangeburg, LLC | Delaware |
| OHI Asset (SC) Pickens East Cedar, LLC | Delaware |
| OHI Asset (SC) Pickens Rosemond, LLC | Delaware |
| OHI Asset (SC) Piedmont, LLC | Delaware |
| OHI Asset (SC) Simpsonville SE Main, LLC | Delaware |
| OHI Asset (SC) Simpsonville West Broad, LLC | Delaware |
| OHI Asset (SC) Simpsonville West Curtis, LLC | Delaware |
| OHI Asset (TN) Bartlett, LLC | Delaware |
| OHI Asset (TN) Collierville, LLC | Delaware |
| OHI Asset (TN) Memphis, LLC | Delaware |
| OHI Asset (TX) Anderson, LLC | Delaware |
| OHI Asset (TX) Bryan, LLC | Delaware |
| OHI Asset (TX) Burleson, LLC | Delaware |
| OHI Asset (TX) College Station, LLC | Delaware |
| OHI Asset (TX) Comfort, LLC | Delaware |
| OHI Asset (TX) Diboll, LLC | Delaware |
| OHI Asset (TX) Granbury, LLC | Delaware |
| OHI Asset (TX) Hondo, LLC | Delaware |
| OHI Asset (TX) Italy, LLC | Delaware |
| OHI Asset (TX) Winnsboro, LLC | Delaware |
| OHI Asset (TX), LLC | Delaware |
| OHI Asset (UT) Ogden, LLC | Delaware |
| OHI Asset (UT) Provo, LLC | Delaware |
| OHI Asset (UT) Roy, LLC | Delaware |
| OHI Asset (VA) Charlottesville, LLC | Delaware |
| OHI Asset (VA) Farmville, LLC | Delaware |
| OHI Asset (VA) Hillsville, LLC | Delaware |
| OHI Asset (VA) Rocky Mount, LLC | Delaware |
| OHI Asset (WA) Battle Ground, LLC | Delaware |
| OHI Asset (WV) Danville, LLC | Delaware |
| OHI Asset (WV) Ivydale, LLC | Delaware |
| OHI Asset CSB LLC | Delaware |
| OHI Asset CSE – E, LLC | Delaware |
| OHI Asset CSE – U, LLC | Delaware |
| OHI Asset HUD CFG, LLC | Delaware |
| OHI Asset HUD Delta, LLC | Delaware |
| OHI Asset HUD SF CA, LLC | Delaware |
| OHI Asset HUD SF, LLC | Delaware |
| OHI Asset HUD WO, LLC | Delaware |
| OHI Asset II (CA), LLC | Delaware |
| OHI Asset II (FL), LLC | Delaware |
| OHI Asset RO PMM Services, LLC | Delaware |
| OHI Asset RO, LLC | Delaware |
| OHI Asset, LLC | Delaware |
| OHI Mezz Lender, LLC | Delaware |
| Panama City Nursing Center LLC | Delaware |
Schedule I
Page 6 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| Skyler Maitland LLC | Delaware |
| Suwanee, LLC | Delaware |
| Florida Real Estate Company, LLC | Florida |
| Pensacola Real Estate Holdings I, Inc. | Florida |
| Pensacola Real Estate Holdings II, Inc. | Florida |
| Pensacola Real Estate Holdings III, Inc. | Florida |
| Pensacola Real Estate Holdings IV, Inc. | Florida |
| Pensacola Real Estate Holdings V, Inc. | Florida |
| Skyler Pensacola, Inc. | Florida |
| OHI (Illinois), Inc. | Illinois |
| OHI (Indiana), Inc. | Indiana |
| OHI (Iowa), Inc. | Iowa |
| Sterling Acquisition Corp. | Kentucky |
| 48 High Point Road, LLC | Maryland |
| Arizona Lessor - Infinia, Inc. | Maryland |
| Bayside Street, Inc. | Maryland |
| Colorado Lessor - Conifer, Inc. | Maryland |
| Delta Investors I, LLC | Maryland |
| Delta Investors II, LLC | Maryland |
| Florida Lessor – Meadowview, Inc. | Maryland |
| Georgia Lessor - Bonterra/Parkview, Inc. | Maryland |
| Indiana Lessor – Wellington Manor, Inc. | Maryland |
| OHI Asset (PA) Trust | Maryland |
| OHI Asset II (PA) Trust | Maryland |
| OHI Asset III (PA) Trust | Maryland |
| OHI Asset IV (PA) Silver Lake Trust | Maryland |
| OHI Tennessee, Inc. | Maryland |
| Omega TRS I, Inc. | Maryland |
| Texas Lessor – Stonegate GP, Inc. | Maryland |
| Texas Lessor – Stonegate, Limited, Inc. | Maryland |
| Texas Lessor – Stonegate, LP | Maryland |
| Washington Lessor – Silverdale, Inc. | Maryland |
| OHIMA, Inc. | Massachusetts |
| 1200 Ely Street Holdings Co. LLC | Michigan |
| 42235 County Road Holdings Co. LLC | Michigan |
| Dixie White House Nursing Home, Inc. | Mississippi |
| Ocean Springs Nursing Home, Inc. | Mississippi |
| Skyler Boyington, Inc. | Mississippi |
| Skyler Florida, Inc. | Mississippi |
| Canton Health Care Land, Inc. | Ohio |
| Colonial Gardens, LLC | Ohio |
| Dixon Health Care Center, Inc. | Ohio |
| Hutton I Land, Inc. | Ohio |
| Hutton II Land, Inc. | Ohio |
| Hutton III Land, Inc. | Ohio |
| Leatherman 90-1, Inc. | Ohio |
| Leatherman Partnership 89-1, Inc. | Ohio |
| Leatherman Partnership 89-2, Inc. | Ohio |
| Meridian Arms Land, Inc. | Ohio |
Schedule I
Page 7 of 7
Subsidiary Guarantors | State or other jurisdiction of formation |
| Orange Village Care Center, Inc. | Ohio |
| St. Mary’s Properties, Inc. | Ohio |
| The Suburban Pavilion, Inc. | Ohio |
| Wilcare, LLC | Ohio |
| Pavillion North Partners, Inc. | Pennsylvania |
| Pavillion North, LLP | Pennsylvania |
| Pavillion Nursing Center North, Inc. | Pennsylvania |
Schedule II
Page 1 of 1
Schedule II
Local Counsel
| Law Firm | State | Exhibit |
| Robinson & Cole LLP | Connecticut | Exhibit 5.2 |
| Akerman LLP | Florida | Exhibit 5.3 |
| Ice Miller LLP | Indiana | Exhibit 5.4 |
| Baudino Law Group, PLC | Iowa | Exhibit 5.5 |
| Wyatt, Tarrant & Combs, LLP | Kentucky | Exhibit 5.6 |
| Partridge, Snow & Hahn LLP | Massachusetts | Exhibit 5.7 |
| Miller, Johnson, Snell & Cummiskey, P.L.C. | Michigan | Exhibit 5.8 |
| Dinsmore & Shohl LLP | Ohio | Exhibit 5.9 |
| Montgomery, McCracken, Walker & Rhoads, LLP | Pennsylvania | Exhibit 5.10 |
| Butler Snow, LLP | Mississippi | Exhibit 5.11 |
Schedule III
Page 1 of 6
Schedule III
LIST OF GOOD STANDING CERTIFICATES
(Omega Healthcare Investors, Inc. and each Identified Guarantor)
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| Encanto Senior Care, LLC | Arizona | June 13, 2014 |
| 13922 Cerise Avenue, LLC | California | June 16, 2014 |
| 245 East Wilshire Avenue, LLC | California | June 16, 2014 |
| 3806 Clayton Road, LLC | California | June 16, 2014 |
| 523 Hayes Lane, LLC | California | June 16, 2014 |
| 637 East Romie Lane, LLC | California | June 16, 2014 |
| 2425 Teller Avenue, LLC | Colorado | June 13, 2014 |
| Bayside Colorado Healthcare Associates, Inc. | Colorado | June 13, 2014 |
| Bayside Street II, Inc. | Delaware | June 18, 2014 |
| Carnegie Gardens LLC | Delaware | June 18, 2014 |
| CFG 2115 Woodstock Place LLC | Delaware | June 18, 2014 |
| CSE Albany LLC | Delaware | June 18, 2014 |
| CSE Amarillo LLC | Delaware | June 18, 2014 |
| CSE Arden L.P. | Delaware | June 18, 2014 |
| CSE Augusta LLC | Delaware | June 18, 2014 |
| CSE Bedford LLC | Delaware | June 18, 2014 |
| CSE Blountville LLC | Delaware | June 18, 2014 |
| CSE Bolivar LLC | Delaware | June 18, 2014 |
| CSE Cambridge LLC | Delaware | June 18, 2014 |
| CSE Cambridge Realty LLC | Delaware | June 18, 2014 |
| CSE Camden LLC | Delaware | June 18, 2014 |
| CSE Canton LLC | Delaware | June 18, 2014 |
| CSE Casablanca Holdings II LLC | Delaware | June 18, 2014 |
| CSE Casablanca Holdings LLC | Delaware | June 18, 2014 |
| CSE Cedar Rapids LLC | Delaware | June 18, 2014 |
| CSE Centennial Village | Delaware | June 18, 2014 |
| CSE Chelmsford LLC | Delaware | June 18, 2014 |
| CSE Chesterton LLC | Delaware | June 18, 2014 |
| CSE Claremont LLC | Delaware | June 18, 2014 |
| CSE Corpus North LLC | Delaware | June 18, 2014 |
| CSE Denver Iliff LLC | Delaware | June 18, 2014 |
| CSE Denver LLC | Delaware | June 18, 2014 |
| CSE Douglas LLC | Delaware | June 18, 2014 |
| CSE Elkton LLC | Delaware | June 18, 2014 |
| CSE Elkton Realty LLC | Delaware | June 18, 2014 |
| CSE Fairhaven LLC | Delaware | June 18, 2014 |
| CSE Fort Wayne LLC | Delaware | June 18, 2014 |
| CSE Frankston LLC | Delaware | June 18, 2014 |
| CSE Georgetown LLC | Delaware | June 18, 2014 |
Schedule III
Page 2 of 6
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| CSE Green Bay LLC | Delaware | June 18, 2014 |
| CSE Hilliard LLC | Delaware | June 18, 2014 |
| CSE Huntingdon LLC | Delaware | June 18, 2014 |
| CSE Huntsville LLC | Delaware | June 18, 2014 |
| CSE Indianapolis-Continental LLC | Delaware | June 18, 2014 |
| CSE Indianapolis-Greenbriar LLC | Delaware | June 18, 2014 |
| CSE Jacinto City LLC | Delaware | June 18, 2014 |
| CSE Jefferson City LLC | Delaware | June 18, 2014 |
| CSE Jeffersonville-Hillcrest Center LLC | Delaware | June 18, 2014 |
| CSE Jeffersonville-Jennings House LLC | Delaware | June 18, 2014 |
| CSE Kerrville LLC | Delaware | June 18, 2014 |
| CSE King L.P. | Delaware | June 18, 2014 |
| CSE Kingsport LLC | Delaware | June 18, 2014 |
| CSE Knightdale L.P. | Delaware | June 18, 2014 |
| CSE Lake City LLC | Delaware | June 18, 2014 |
| CSE Lake Worth LLC | Delaware | June 18, 2014 |
| CSE Lakewood LLC | Delaware | June 18, 2014 |
| CSE Las Vegas LLC | Delaware | June 18, 2014 |
| CSE Lawrenceburg LLC | Delaware | June 18, 2014 |
| CSE Lenoir L.P. | Delaware | June 18, 2014 |
| CSE Lexington Park LLC | Delaware | June 18, 2014 |
| CSE Lexington Park Realty LLC | Delaware | June 18, 2014 |
| CSE Ligonier LLC | Delaware | June 18, 2014 |
| CSE Live Oak LLC | Delaware | June 18, 2014 |
| CSE Lowell LLC | Delaware | June 18, 2014 |
| CSE Marianna Holdings LLC | Delaware | June 18, 2014 |
| CSE Memphis LLC | Delaware | June 18, 2014 |
| CSE Mobile LLC | Delaware | June 18, 2014 |
| CSE Moore LLC | Delaware | June 18, 2014 |
| CSE North Carolina Holdings I LLC | Delaware | June 18, 2014 |
| CSE North Carolina Holdings II LLC | Delaware | June 18, 2014 |
| CSE Omro LLC | Delaware | June 18, 2014 |
| CSE Orange Park LLC | Delaware | June 18, 2014 |
| CSE Orlando-Pinar Terrace Manor LLC | Delaware | June 18, 2014 |
| CSE Orlando-Terra Vista Rehab LLC | Delaware | June 18, 2014 |
| CSE Pennsylvania Holdings | Delaware | June 18, 2014 |
| CSE Piggott LLC | Delaware | June 18, 2014 |
| CSE Pilot Point LLC | Delaware | June 18, 2014 |
| CSE Pine View LLC | Delaware | June 18, 2014 |
| CSE Ponca City LLC | Delaware | June 18, 2014 |
| CSE Port St. Lucie LLC | Delaware | June 18, 2014 |
| CSE Richmond LLC | Delaware | June 18, 2014 |
| CSE Ripley LLC | Delaware | June 18, 2014 |
| CSE Ripon LLC | Delaware | June 18, 2014 |
| CSE Safford LLC | Delaware | June 18, 2014 |
Schedule III
Page 3 of 6
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| CSE Salina LLC | Delaware | June 18, 2014 |
| CSE Seminole LLC | Delaware | June 18, 2014 |
| CSE Shawnee LLC | Delaware | June 18, 2014 |
| CSE Spring Branch LLC | Delaware | June 18, 2014 |
| CSE Stillwater LLC | Delaware | June 18, 2014 |
| CSE Taylorsville LLC | Delaware | June 18, 2014 |
| CSE Texarkana LLC | Delaware | June 18, 2014 |
| CSE Texas City LLC | Delaware | June 18, 2014 |
| CSE The Village LLC | Delaware | June 18, 2014 |
| CSE Upland LLC | Delaware | June 18, 2014 |
| CSE Walnut Cove L.P. | Delaware | June 18, 2014 |
| CSE West Point LLC | Delaware | June 18, 2014 |
| CSE Whitehouse LLC | Delaware | June 18, 2014 |
| CSE Williamsport LLC | Delaware | June 18, 2014 |
| CSE Winter Haven LLC | Delaware | June 18, 2014 |
| CSE Woodfin L.P. | Delaware | June 18, 2014 |
| CSE Yorktown LLC | Delaware | June 18, 2014 |
| Desert Lane LLC | Delaware | June 18, 2014 |
| Greenbough, LLC | Delaware | June 18, 2014 |
| LAD I Real Estate Company, LLC | Delaware | June 18, 2014 |
| North Las Vegas LLC | Delaware | June 18, 2014 |
| NRS Ventures, L.L.C. | Delaware | June 18, 2014 |
| OHI Asset (AR) Ash Flat, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Camden, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Conway, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Des Arc, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Hot Springs, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Malvern, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Mena, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Pocahontas, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Sheridan, LLC | Delaware | June 18, 2014 |
| OHI Asset (AR) Walnut Ridge, LLC | Delaware | June 18, 2014 |
| OHI Asset (AZ) Austin House, LLC | Delaware | June 18, 2014 |
| OHI Asset (CA), LLC | Delaware | June 18, 2014 |
| OHI Asset (CO), LLC | Delaware | June 18, 2014 |
| OHI Asset (CT) Lender, LLC | Delaware | June 18, 2014 |
| OHI Asset (FL) Lake Placid, LLC | Delaware | June 18, 2014 |
| OHI Asset (FL) Lender, LLC | Delaware | June 18, 2014 |
| OHI Asset (FL), LLC | Delaware | June 18, 2014 |
| OHI Asset (GA) Macon, LLC | Delaware | June 18, 2014 |
| OHI Asset (GA) Moultrie, LLC | Delaware | June 18, 2014 |
| OHI Asset (GA) Snellville, LLC | Delaware | June 18, 2014 |
| OHI Asset (ID) Holly, LLC | Delaware | June 18, 2014 |
| OHI Asset (ID) Midland, LLC | Delaware | June 18, 2014 |
| OHI Asset (ID), LLC | Delaware | June 18, 2014 |
Schedule III
Page 4 of 6
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| OHI Asset (IL), LLC | Delaware | June 18, 2014 |
OHI Asset (IN) American Village, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Anderson, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Beech Grove, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Clarksville, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Clinton, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Connersville, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Crown Point, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Eagle Valley, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Elkhart, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Forest Creek, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Fort Wayne, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Franklin, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Greensburg, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Indianapolis, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Jasper, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Kokomo, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Lafayette, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Madison, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Monticello, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Noblesville, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Rosewalk, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Salem, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Seymour, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Spring Mill, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Terre Haute, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Wabash, LLC | Delaware | June 18, 2014 |
| OHI Asset (IN) Westfield, LLC | Delaware | June 18, 2014 |
OHI Asset (IN) Zionsville, LLC | Delaware | June 18, 2014 |
| OHI Asset (LA), LLC | Delaware | June 18, 2014 |
| OHI Asset (MD), LLC | Delaware | June 18, 2014 |
| OHI Asset (MI) Heather Hills, LLC | Delaware | June 18, 2014 |
| OHI Asset (MI), LLC | Delaware | June 18, 2014 |
| OHI Asset (MO), LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Byhalia, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Cleveland, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Clinton, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Columbia, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Corinth, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Greenwood, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Grenada, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Holly Springs, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Indianola, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Natchez, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Picayune, LLC | Delaware | June 18, 2014 |
Schedule III
Page 5 of 6
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| OHI Asset (MS) Vicksburg, LLC | Delaware | June 18, 2014 |
| OHI Asset (MS) Yazoo City, LLC | Delaware | June 18, 2014 |
| OHI Asset (NC) Wadesboro, LLC | Delaware | June 18, 2014 |
| OHI Asset (OH) Lender, LLC | Delaware | June 18, 2014 |
| OHI Asset (OH), LLC | Delaware | June 18, 2014 |
| OHI Asset (OR) Portland, LLC | Delaware | June 18, 2014 |
| OHI Asset (PA), LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Aiken, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Anderson, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Easley Anne, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Easley Crestview, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Edgefield, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Greenville, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Greenville Griffith, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Greenville Laurens, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Greenville North, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Greer, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Marietta, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) McCormick, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Orangeburg, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Pickens East Cedar, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Pickens Rosemond, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Piedmont, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Simpsonville SE Main, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Simpsonville West Broad, LLC | Delaware | June 18, 2014 |
| OHI Asset (SC) Simpsonville West Curtis, LLC | Delaware | June 18, 2014 |
| OHI Asset (TN) Bartlett, LLC | Delaware | June 18, 2014 |
| OHI Asset (TN) Collierville, LLC | Delaware | June 18, 2014 |
| OHI Asset (TN) Memphis, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Anderson, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Bryan, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Burleson, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) College Station, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Comfort, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Diboll, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Granbury, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Hondo, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Italy, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX) Winnsboro, LLC | Delaware | June 18, 2014 |
| OHI Asset (TX), LLC | Delaware | June 18, 2014 |
| OHI Asset (UT) Ogden, LLC | Delaware | June 18, 2014 |
| OHI Asset (UT) Provo, LLC | Delaware | June 18, 2014 |
| OHI Asset (UT) Roy, LLC | Delaware | June 18, 2014 |
| OHI Asset (VA) Charlottesville, LLC | Delaware | June 18, 2014 |
| OHI Asset (VA) Farmville, LLC | Delaware | June 18, 2014 |
Schedule III
Page 6 of 6
Entity Name | State or other jurisdiction of formation | Issuance Date of Good Standing Certificate |
| OHI Asset (VA) Hillsville, LLC | Delaware | June 18, 2014 |
| OHI Asset (VA) Rocky Mount, LLC | Delaware | June 18, 2014 |
| OHI Asset (WA) Battle Ground, LLC | Delaware | June 18, 2014 |
| OHI Asset (WV) Danville, LLC | Delaware | June 18, 2014 |
| OHI Asset (WV) Ivydale, LLC | Delaware | June 18, 2014 |
| OHI Asset CSB LLC | Delaware | June 18, 2014 |
| OHI Asset CSE – E, LLC | Delaware | June 18, 2014 |
| OHI Asset CSE – U, LLC | Delaware | June 18, 2014 |
| OHI Asset HUD CFG, LLC | Delaware | June 18, 2014 |
| OHI Asset HUD Delta, LLC | Delaware | June 18, 2014 |
| OHI Asset HUD SF CA, LLC | Delaware | June 18, 2014 |
| OHI Asset HUD SF, LLC | Delaware | June 18, 2014 |
| OHI Asset HUD WO, LLC | Delaware | June 18, 2014 |
| OHI Asset II (CA), LLC | Delaware | June 18, 2014 |
| OHI Asset II (FL), LLC | Delaware | June 18, 2014 |
| OHI Asset RO PMM Services, LLC | Delaware | June 18, 2014 |
| OHI Asset RO, LLC | Delaware | June 18, 2014 |
| OHI Asset, LLC | Delaware | June 18, 2014 |
| OHI Mezz Lender, LLC | Delaware | June 25, 2014 |
| Panama City Nursing Center LLC | Delaware | June 18, 2014 |
| Skyler Maitland LLC | Delaware | June 18, 2014 |
| Suwanee, LLC | Delaware | June 18, 2014 |
| OHI (Illinois), Inc. | Illinois | June 13, 2014 |
| Omega Healthcare Investors, Inc. | Maryland | July 29, 2014 |
| 48 High Point Road, LLC | Maryland | June 18, 2014 |
| Arizona Lessor - Infinia, Inc. | Maryland | June 19, 2014 |
| Bayside Street, Inc. | Maryland | June 18, 2014 |
| Colorado Lessor - Conifer, Inc. | Maryland | June 19, 2014 |
| Delta Investors I, LLC | Maryland | June 19, 2014 |
| Delta Investors II, LLC | Maryland | June 19, 2014 |
| Florida Lessor – Meadowview, Inc. | Maryland | June 18, 2014 |
| Georgia Lessor - Bonterra/Parkview, Inc. | Maryland | June 18, 2014 |
| Indiana Lessor – Wellington Manor, Inc. | Maryland | June 18, 2014 |
| OHI Asset (PA) Trust | Maryland | June 18, 2014 |
| OHI Asset II (PA) Trust | Maryland | June 18, 2014 |
| OHI Asset III (PA) Trust | Maryland | June 18, 2014 |
| OHI Asset IV (PA) Silver Lake Trust | Maryland | June 18, 2014 |
| OHI Tennessee, Inc. | Maryland | June 18, 2014 |
| Omega TRS I, Inc. | Maryland | June 18, 2014 |
| Texas Lessor – Stonegate GP, Inc. | Maryland | June 18, 2014 |
| Texas Lessor – Stonegate, Limited, Inc. | Maryland | June 18, 2014 |
| Texas Lessor – Stonegate, LP | Maryland | June 19, 2014 |
| Washington Lessor – Silverdale, Inc. | Maryland | June 18, 2014 |