Common use of Opinions of Company Counsel Clause in Contracts

Opinions of Company Counsel. At the Closing Date, the Agents shall have received (1) the opinion, addressed to the Agents and dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx, outside counsel to the Company, in form and substance satisfactory to the Agents and their counsel, substantially to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Prospectus; (ii) The Company has all necessary corporate power to execute and deliver this Agreement and the Purchase Agreement (if any) and to perform its obligations hereunder and thereunder; (iii) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act and, when executed by the Trustee, will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (iv) The Notes have been duly authorized, and assuming due execution, authentication and delivery of the Notes in accordance with the provisions of the Indenture and delivery of and payment for the Notes in accordance with this Agreement and the Purchase Agreement (if any), will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture, enforceable in accordance with their terms, except as enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (v) The Notes and the Indenture conform in all material respects to the statements concerning them in the Registration Statement and the Prospectus; (vi) The Registration Statement, has been declared effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations has been made within the time period required by Rule 424(b) of the Rules and Regulations; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commission; (vii) The Registration Statement, as of its effective date, and the Registration Statement and the Prospectus, as of the date hereof (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder, and any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion), when they became effective complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (viii) Each of this Agreement and the Purchase Agreement (if any) has been duly authorized, executed and delivered by the Company. The execution, delivery and performance by the Company of this Agreement and the Purchase Agreement (if any), and the compliance by the Company with the provisions of the Indenture and the Notes, will not conflict with or result in a violation of the corporate charter or by-laws of the Company, or any law, rule or regulation (other than laws and regulations relating to hospitals and nursing centers or the regulation of businesses ancillary thereto and state securities laws, as to which such counsel have not been asked to, and do not express any opinion) or to such counsel's knowledge without independent investigation, conflict with or result in the violation of any order or determination of any arbitrator, court or governmental agency having jurisdiction over the Company or any of the Company's subsidiaries the effect of which would be material and adverse to the Company and its subsidiaries taken as a whole. Except as required by the Securities Act, the Exchange Act, the Trust Indenture Act or applicable state or foreign securities laws and the National Association of Securities Dealers, Inc. (as to which such counsel have not been asked to, and do not express any opinion), no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency in the United States, which has not been made or obtained, is required for the execution, delivery and performance of this Agreement and the Purchase Agreement (if any), and compliance with the provisions of the Indenture and the Notes by the Company, except to the extent that failure to make or maintain such consents, approvals, authorizations, orders or filings, will not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. Such counsel shall also have furnished to the Agents a statement, addressed to the Agents, dated the Closing Date to the effect that (i) such counsel has participated in conferences, by person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Agents and the Agents' counsel, at which the contents of the Registration Statement and Prospectus and related matters were discussed and acted as counsel to the Company only in connection with the preparation of the Registration Statement; such counsel did not participate in the preparation of the documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 which were filed under the Exchange Act and did not review them prior to their filing. Without passing upon or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement and Prospectus, such counsel shall state that based on the foregoing, (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company) no facts have come to the attention of such counsel which lead them to believe that at the time that the Registration Statement became effective and at the Closing Date the Registration Statement (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and at the Closing Date, including any document incorporated by reference in the Prospectus (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), as amended and supplemented, if applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

Opinions of Company Counsel. At You shall have received from Xxxxxx and Xxxxx, LLP, counsel for the Company, an opinion, dated the Initial Closing Date and updated on the Final Closing Date, the Agents shall have received (1) the opinion, addressed to the Agents and dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx, outside counsel to the Company, in form and substance satisfactory to the Agents and their counsel, substantially you to the effect that: (i) The the Company has been duly incorporated and is a corporation validly existing and in good standing under the laws of its jurisdiction respective state of incorporation and incorporation, has the corporate power and authority to own its properties and to conduct carry on its business as described in the Prospectusnow being conducted; (ii) The the Company has all necessary full corporate power and authority to execute and deliver this Agreement Agreement, to make and deliver the Purchase Agreement (if any) Notes and to perform its obligations hereunder and thereunderobserve the terms and provisions of this Agreement and of the Notes; (iii) The Indenture this Agreement has been duly authorized, executed executed, and delivered by the Company and duly qualified under constitutes the Trust Indenture Act andlegal, when executed by the Trusteevalid, will constitute a valid and binding agreement obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, rearrangement, moratorium, reorganization, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and except as enforceability thereof to the extent that availability of equitable remedies are subject to the discretion of the court before which any proceeding therefor may be brought and that rights to indemnification may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at applicable law); (iv) The the Notes sold to you on the Closing Date have been duly authorized, executed, and assuming due executiondelivered by the Company, authentication and delivery of constitute the Notes in accordance with the provisions of the Indenture and delivery of and payment for the Notes in accordance with this Agreement and the Purchase Agreement (if any), will constitute valid and legally binding obligations of the Company, are not usurious under applicable state laws, and are entitled to the benefits of the Indenturethis Agreement, enforceable in accordance with their terms, except as enforceability thereof may be limited by the effects of subject to applicable bankruptcy, insolvency, fraudulent conveyancerearrangement, moratorium, reorganization, moratorium or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and other similar laws relating except to or affecting creditors' rights generally and general the extent that availability of equitable principles (whether considered in a remedies are subject to the discretion of the court before which any proceeding in equity or at law);therefor may be brought; and (v) The Notes neither the execution and the Indenture conform in all material respects to the statements concerning them in the Registration Statement and the Prospectus; (vi) The Registration Statement, has been declared effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations has been made within the time period required by Rule 424(b) of the Rules and Regulations; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commission; (vii) The Registration Statement, as of its effective date, and the Registration Statement and the Prospectus, as of the date hereof (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder, and any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion), when they became effective complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (viii) Each delivery of this Agreement and the Purchase Agreement (if any) has been duly authorizedNotes, executed nor performance and delivered by observance of the Company. The executionterms and provisions hereof and thereof, delivery and performance by the Company of this Agreement and the Purchase Agreement (if any), and the compliance by the Company violate or conflict with the provisions Certificate of the Indenture and the Notes, will not conflict with Incorporation or result in a violation of the corporate charter or by-laws Bylaws of the Company, or any law, rule or regulation (other than laws and regulations relating to hospitals and nursing centers or the regulation of businesses ancillary thereto and state securities laws, as to which such counsel have not been asked to, and do not express any opinion) or to such counsel's knowledge without independent investigation, conflict with or result in the violation of any order or determination of any arbitrator, court or governmental agency having jurisdiction over the Company or any of the Company's subsidiaries the effect of which would be material and adverse to the Company and its subsidiaries taken as a whole. Except as required by the Securities Act, the Exchange Act, the Trust Indenture Act or applicable state or foreign securities laws and the National Association of Securities Dealers, Inc. (as to which such counsel have not been asked to, and do not express any opinion), no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency in the United States, which has not been made or obtained, is required for the execution, delivery and performance of this Agreement and the Purchase Agreement (if any), and compliance with the provisions of the Indenture and the Notes by the Company, except to the extent that failure to make or maintain such consents, approvals, authorizations, orders or filings, will not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. Such counsel shall also have furnished to the Agents a statement, addressed to the Agents, dated the Closing Date to the effect that (i) such counsel has participated in conferences, by person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Agents and the Agents' counsel, at which the contents of the Registration Statement and Prospectus and related matters were discussed and acted as counsel to the Company only in connection with the preparation of the Registration Statement; such counsel did not participate in the preparation of the documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 which were filed under the Exchange Act and did not review them prior to their filing. Without passing upon or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement and Prospectus, such counsel shall state that based on the foregoing, (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company) no facts have come to the attention of such counsel which lead them to believe that at the time that the Registration Statement became effective and at the Closing Date the Registration Statement (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and at the Closing Date, including any document incorporated by reference in the Prospectus (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), as amended and supplemented, if applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and.

Opinions of Company Counsel. At You shall have received from John X. Xxxxx, xxunsel for the Company, an opinion, dated the Closing Date and updated each subsequent Closing Date, the Agents shall have received (1) the opinion, addressed to the Agents and dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx, outside counsel to the Company, satisfactory in form and substance satisfactory to the Agents and their counsel, substantially you to the effect that: (i) The the Company has been duly incorporated and is a corporation validly existing and in good standing under the laws of its jurisdiction state of incorporation and incorporation, has the corporate power and authority to own its properties and to conduct carry on its business as described now being conducted, and is duly qualified to do business and is in the Prospectusgood standing in each jurisdiction in which its ownership or leasing of property requires such qualification; (ii) The the Company has all necessary full corporate power and authority to execute and deliver this Agreement Agreement, to make and deliver the Purchase Agreement (if any) Notes and to perform its obligations hereunder and thereunderobserve the terms and provisions of this Agreement and of the Notes; (iii) The Indenture this Agreement has been duly authorized, executed executed, and delivered by the Company and duly qualified under constitutes the Trust Indenture Act andlegal, when executed by the Trusteevalid, will constitute a valid and binding agreement obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, rearrangement, moratorium, reorganization, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and except as enforceability thereof to the extent that availability of equitable remedies are subject to the discretion of the court before which any proceeding therefor may be brought and that rights to indemnification may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at applicable law); (iv) The the Notes sold to you on the Closing Date have been duly authorized, executed, and assuming due executiondelivered by the Company, authentication and delivery of constitute the Notes in accordance with the provisions of the Indenture and delivery of and payment for the Notes in accordance with this Agreement and the Purchase Agreement (if any), will constitute valid and legally binding obligations of the Company, Company and are entitled to the benefits of the Indenturethis Agreement, enforceable in accordance with their terms, except as enforceability thereof may be limited by the effects of subject to applicable bankruptcy, insolvency, fraudulent conveyancerearrangement, moratorium, reorganization, moratorium or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and other similar laws relating except to or affecting creditors' rights generally and general the extent that availability of equitable principles (whether considered in a remedies are subject to the discretion of the court before which any proceeding in equity or at law)therefor may be brought; (v) The Notes neither the execution and the Indenture conform in all material respects to the statements concerning them in the Registration Statement and the Prospectus; (vi) The Registration Statement, has been declared effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations has been made within the time period required by Rule 424(b) of the Rules and Regulations; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commission; (vii) The Registration Statement, as of its effective date, and the Registration Statement and the Prospectus, as of the date hereof (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder, and any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date (other than the financial statements and related schedules and statistical information of a financial nature contained in or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion), when they became effective complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (viii) Each delivery of this Agreement and the Purchase Agreement (if any) has been duly authorized, executed Securities nor performance and delivered by observance of the Company. The execution, delivery terms and performance by the Company of this Agreement provisions hereof and the Purchase Agreement (if any), and the compliance by the Company thereof violate or conflict with the provisions Articles of the Indenture and the Notes, will not conflict with Incorporation or result in a violation of the corporate charter or byBy-laws Laws of the Company, or any law, rule or regulation (other than laws and regulations relating to hospitals and nursing centers or the regulation of businesses ancillary thereto and state securities laws, as to which such counsel have not been asked to, and do not express any opinion) or to such counsel's knowledge without independent investigation, conflict with or result in the violation any material breach or contravention of any order or determination provision of any currently applicable statute or regulation and existing interpretations thereof or governmental regulation, or of any order, writ, injunction, decree, or award of any court, arbitrator, court or governmental agency having jurisdiction over the Company or any of the Company's subsidiaries the effect of which would be material and adverse authority known to the Company and its subsidiaries taken as a whole. Except as required by the Securities Act, the Exchange Act, the Trust Indenture Act or applicable state or foreign securities laws and the National Association of Securities Dealers, Inc. (as to which such counsel have not been asked so as to, and do not express any opinion), no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency in the United States, which has not been made or obtained, is required for the execution, delivery and performance of this Agreement and the Purchase Agreement (if any), and compliance with the provisions of the Indenture and the Notes by the Company, except to the extent that failure to make or maintain such consents, approvals, authorizations, orders or filings, will not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. Such counsel shall also have furnished to the Agents a statement, addressed to the Agents, dated the Closing Date to the effect that (i) such counsel has participated in conferences, by person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Agents and the Agents' counsel, at which the contents of the Registration Statement and Prospectus and related matters were discussed and acted as counsel to the Company only in connection with the preparation of the Registration Statement; such counsel did not participate in the preparation of the documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 which were filed under the Exchange Act and did not review them prior to their filing. Without passing upon or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement and Prospectus, such counsel shall state that based on the foregoing, (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company) no facts have come to the attention of such counsel which lead them to believe that at the time that the Registration Statement became effective and at the Closing Date the Registration Statement (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and at the Closing Date, including any document incorporated by reference in the Prospectus (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), as amended and supplemented, if applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

Opinions of Company Counsel. At You shall have received from Partridge Snow & Hahn, LLC, counsel for the Company, an opinion, datxx xxx Xxxxx Xlosxxx Date and updated each subsequent Closing Date, the Agents shall have received (1) the opinion, addressed to the Agents and dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx, outside counsel to the Company, satisfactory in form and substance satisfactory to the Agents and their counsel, substantially you to the effect that: (i) The Company has been duly incorporated the Company, and each Subsidiary of the Company, is a corporation validly existing and in good standing under the laws of its jurisdiction respective state of incorporation and incorporation, has the corporate power and authority to own its properties and to conduct carry on its business as described now being conducted, and is duly qualified to do business and is in the Prospectusgood standing in each jurisdiction in which its ownership or leasing of property requires such qualification; (ii) The the Company has all necessary full corporate power and authority to execute and deliver this Agreement Agreement, to make and deliver the Purchase Agreement (if any) Notes and to perform its obligations hereunder and thereunderobserve the terms and provisions of this Agreement and of the Notes; (iii) The Indenture each of this Agreement and the Other Agreements has been duly authorized, executed executed, and delivered by the Company and duly qualified under constitutes the Trust Indenture Act andvalid, when executed by the Trustee, will constitute a valid and binding agreement obligation of the Company, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, rearrangement, moratorium, reorganization, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and except as enforceability thereof to the extent that availability of equitable remedies are subject to the discretion of the court before which any proceeding therefor may be brought and that rights to indemnification may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at applicable law); (iv) The the Notes sold to you on the Closing Date have been duly authorized, executed, and assuming due executiondelivered by the Company, authentication and delivery of constitute the Notes in accordance with the provisions of the Indenture and delivery of and payment for the Notes in accordance with this Agreement and the Purchase Agreement (if any), will constitute valid and binding obligations of the Company, Company and are entitled to the benefits of the Indenturethis Agreement, enforceable in accordance with their terms, except as enforceability thereof may be limited by the effects of subject to applicable bankruptcy, insolvency, fraudulent conveyancerearrangement, moratorium, reorganization, moratorium or similar debtor relief laws affecting the rights of creditors generally from time to time in effect and other similar laws relating except to or affecting creditors' rights generally and general the extent that availability of equitable principles (whether considered in a remedies are subject to the discretion of the court before which any proceeding in equity or at law)therefor may be brought; (v) The Notes the Company has authorized 30,000,000 shares of Common Stock, $0.01 par value per share, of which 18,458,316 shares were outstanding on the date of the Agreement and 10,000,000 shares of Preferred Stock, $1.00 par value per share, of which 3,000,000 have been designated Series B Preferred Stock and 180,000 shares were issued and outstanding on the Indenture conform in all material respects to date of the statements concerning them in the Registration Statement Agreement. All of such shares have been validly issued and the Prospectusare fully paid and nonassessable; (vi) The Registration Statement, has been declared effective under to the Securities Act; any required filing effect that 1,030,927 shares of the Prospectus pursuant to Rule 424(b) authorized and unissued Common Stock of the Rules and Regulations has Company, have been made within the time period required by Rule 424(b) duly reserved for issuance upon conversion of the Rules and Regulations; Notes and no stop order suspending further corporate action is required for the effectiveness valid issuance of any thereof; such shares are not subject to preemptive rights of any present or future stockholder of the Registration Statement has been Company, and upon the issuance of any such shares upon conversion of any such Note in accordance with its terms, the shares so issued will be duly authorized, validly issued, fully paid, and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commissionnonassessable; (vii) The Registration Statementneither the execution and delivery of this Agreement or any of the Other Agreements and the Securities nor performance and observance of the terms and provisions hereof and thereof violate or conflict with the Certificate of Incorporation or By-Laws of the Company, conflict with or result in any material breach or contravention of any provision of any currently applicable statute or regulation and existing interpretations thereof or governmental regulation, or of any order, writ, injunction, decree, or award of any court, arbitrator, or governmental authority known to such counsel so as to result in a Material Adverse Change, or conflict with or result in any material breach of any of the terms, conditions, or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the properties or assets of the Company or any of its effective dateSubsidiaries pursuant to the terms of any material loan agreement, and the Registration Statement and the Prospectusmortgage, as deed of the date hereof (trust, indenture, or other than the financial statements and related schedules and statistical information of a financial nature contained in instrument or incorporated therein, as agreement to which such counsel have not been asked to, and do not express any opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations thereunder, and any further amendment or supplement to any such incorporated document made by the Company prior to or any of its Subsidiaries is a party or by which the Closing Date (other than the financial statements and related schedules and statistical information Company or any of a financial nature contained in its Subsidiaries or incorporated therein, as to which such counsel have not been asked to, and do not express any opinion), when they became effective complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereundertheir respective properties are bound; and (viii) Each it is not necessary in connection with the issuance and delivery of the Securities to you on the Closing Date under the circumstances contemplated by, and in accordance with the terms of, this Agreement and the Purchase Placement Agent Agreement (if any) has been duly authorized, executed to register the Securities under the Securities Act or to register or qualify the Securities under any applicable state securities of [identify States where Securities are offered and delivered by the Company. The execution, delivery and performance by the Company of this Agreement and the Purchase Agreement (if any), and the compliance by the Company with the provisions sold]or to qualify an indenture in respect of the Indenture and the Notes, will not conflict with or result in a violation of the corporate charter or by-laws of the Company, or any law, rule or regulation (other than laws and regulations relating to hospitals and nursing centers or the regulation of businesses ancillary thereto and state securities laws, as to which such counsel have not been asked to, and do not express any opinion) or to such counsel's knowledge without independent investigation, conflict with or result in the violation of any order or determination of any arbitrator, court or governmental agency having jurisdiction over the Company or any of the Company's subsidiaries the effect of which would be material and adverse to the Company and its subsidiaries taken as a whole. Except as required by the Securities Act, the Exchange Act, Notes under the Trust Indenture Act or applicable state or foreign securities laws and the National Association of Securities Dealers, Inc. (as to which such counsel have not been asked to, and do not express any opinion), no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency in the United States, which has not been made or obtained, is required for the execution, delivery and performance of this Agreement and the Purchase Agreement (if any), and compliance with the provisions of the Indenture and the Notes by the Company, except to the extent that failure to make or maintain such consents, approvals, authorizations, orders or filings, will not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. Such counsel shall also have furnished to the Agents a statement, addressed to the Agents, dated the Closing Date to the effect that (i) such counsel has participated in conferences, by person or by telephone, with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Agents and the Agents' counsel, at which the contents of the Registration Statement and Prospectus and related matters were discussed and acted as counsel to the Company only in connection with the preparation of the Registration Statement; such counsel did not participate in the preparation of the documents incorporated by reference in the Registration Statement or the Prospectus pursuant to Item 12 of Form S-3 which were filed under the Exchange Act and did not review them prior to their filing. Without passing upon or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement and Prospectus, such counsel shall state that based on the foregoing, (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company) no facts have come to the attention of such counsel which lead them to believe that at the time that the Registration Statement became effective and at the Closing Date the Registration Statement (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus, as of its date and at the Closing Date, including any document incorporated by reference in the Prospectus (other than the financial statements, related schedules and statistical information of a financial nature contained or incorporated therein, as to which such counsel are not called upon to express a belief), as amended and supplemented, if applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; andAct.