Attached files

file filename
8-K - 8-K - Sabra Health Care REIT, Inc.d660090d8k.htm
EX-4.1 - EX-4.1 - Sabra Health Care REIT, Inc.d660090dex41.htm
EX-4.2 - EX-4.2 - Sabra Health Care REIT, Inc.d660090dex42.htm
EX-4.4 - EX-4.4 - Sabra Health Care REIT, Inc.d660090dex44.htm
EX-5.1 - EX-5.1 - Sabra Health Care REIT, Inc.d660090dex51.htm
EX-5.3 - EX-5.3 - Sabra Health Care REIT, Inc.d660090dex53.htm
EX-5.4 - EX-5.4 - Sabra Health Care REIT, Inc.d660090dex54.htm

Exhibit 5.2

[Letterhead of O’Melveny & Myers LLP]

January 23, 2014

Sabra Health Care Limited Partnership

18500 Von Karman Avenue, Suite 550

Irvine, California 92612

Sabra Capital Corporation

18500 Von Karman Avenue, Suite 550

Irvine, California 92612

 

  Re: Registration of 5.5% Senior Notes Due 2021 of Sabra Health Care Limited Partnership and Sabra Capital Corporation

Ladies and Gentlemen:

We have acted as counsel to Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (each an “Issuer,” and together, the “Issuers”), in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Issuers’ 5.5% Senior Notes due 2021 (the “Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (File No. 333-188696), as amended by the Post-Effective Amendment No. 1 (as amended, the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, with the Notes to be guaranteed (the “Guarantees”) by each of the parties listed on Schedule I attached hereto (each a “Guarantor” and collectively, the “Guarantors”).

In our capacity as such counsel, we have examined originals or copies of (i) the Registration Statement, (ii) an indenture, dated as of May 23, 2013, among the Issuers, Sabra Health Care REIT, Inc. (“Sabra”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a third supplemental indenture, dated as of January 23, 2014, among the Issuers, Sabra, the other Guarantors, and the Trustee (as supplemented, the “Indenture”), (iii) the underwriting agreement (the “Underwriting Agreement”), dated January 8, 2014, by and among the Issuers, Sabra, the other Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several underwriters named therein, and (iv) such other corporate and other records and documents we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.


Sabra Health Care Limited Partnership

Sabra Capital Corporation

January 23, 2014

Page 2

 

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

 

  1. The Notes and the Guarantees have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, on the part of the Issuers and the Guarantors listed on Schedule I as being organized in the state of Delaware.

 

  2. When authenticated, executed, issued and delivered in accordance with the Indenture and upon payment for and delivery of the Notes in accordance with the terms of the Underwriting Agreement, the Notes will be the legally valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

 

  3. When the Guarantees are executed and the Notes are executed, issued, authenticated and delivered, all in accordance with the Indenture and upon payment for and delivery of the Notes in accordance with the terms of the Underwriting Agreement, the Guarantees will be the legally valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

With respect to the foregoing opinions, we have assumed the matters set forth in the opinions of Venable LLP, Wilmer Cutler Pickering Hale and Dorr LLP and Andrews Kurth LLP, each dated the date hereof, a copy of each of which has been delivered to you by such other counsel.


Sabra Health Care Limited Partnership

Sabra Capital Corporation

January 23, 2014

Page 3

 

The law governed by this opinion is limited to the present federal law of the United States, the present law of the State of New York, the present General Corporation Law of the State of Delaware, the present Revised Uniform Limited Partnership Act of the State of Delaware, and the present Limited Liability Company Act of the State of Delaware. We express no opinion as to the laws of any other jurisdiction.

We hereby consent to the use of this opinion as an exhibit to the Current Report on Form 8-K of Sabra Health Care REIT, Inc., being filed on the date hereof, and incorporated by reference into the Registration Statement. We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement, dated January 8, 2014, filed with the Securities and Exchange Commission on January 9, 2014. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

 

Respectfully submitted,
/s/ O’Melveny & Myers LLP


SCHEDULE I

GUARANTORS

 

Name

  

State of Incorporation / Organization

Sabra Health Care REIT, Inc.    Maryland
Sabra Health Care, L.L.C.    Delaware
Sabra Health Care Holdings I, LLC    Delaware
Sabra Health Care Holdings II, LLC    Delaware
Orchard Ridge Nursing Center LLC    Massachusetts
New Hampshire Holdings, LLC    Delaware
Oakhurst Manor Nursing Center LLC    Massachusetts
Sunset Point Nursing Center LLC    Massachusetts
Connecticut Holdings I, LLC    Delaware
West Bay Nursing Center LLC    Massachusetts
HHC 1998-1 Trust    Massachusetts
Northwest Holdings I, LLC    Delaware
395 Harding Street, LLC    Delaware
1104 Wesley Avenue, LLC    Delaware
Kentucky Holdings I, LLC    Delaware
Sabra Lake Drive, LLC    Delaware
Bay Tree Nursing Center LLC    Massachusetts
Sabra Health Care Holdings III, LLC    Delaware
Sabra Health Care Holdings IV, LLC    Delaware
Sabra Idaho, LLC    Delaware
Sabra California II, LLC    Delaware
Sabra New Mexico, LLC    Delaware
Sabra Connecticut II, LLC    Delaware
Sabra Ohio, LLC    Delaware
Sabra Kentucky, LLC    Delaware
Sabra NC, LLC    Delaware
Sabra Texas Properties, L.P.    Texas
Sabra Texas Properties II, L.P.    Texas
Sabra Texas GP, LLC    Texas
Sabra Texas Holdings, L.P.    Texas
Sabra Texas Holdings GP, LLC    Texas
Sabra Health Care Virginia, LLC    Delaware
Sabra Health Care Pennsylvania, LLC    Delaware
Sabra Health Care Northeast, LLC    Delaware
Sabra Health Care Delaware, LLC    Delaware
Sabra Phoenix TRS Venture, LLC    Delaware
Sabra Phoenix Wisconsin, LLC    Delaware
Sabra Health Care Frankenmuth, LLC    Delaware
Sabra Michigan, LLC    Delaware
Sabra Alpena LLC    Delaware
Sabra Cadillac LLC    Delaware
Sabra Gaylord LLC    Delaware
Sabra Greenville LLC    Delaware
Sabra Manistee LLC    Delaware
Sabra Mason LLC    Delaware
Sabra Mecosta LLC    Delaware
Sabra Midland LLC    Delaware
Sabra Tawas LLC    Delaware