Letterhead of McCarthy Tétrault LLP]Guaranty • May 29th, 2019 • Sabra Health Care REIT, Inc. • Real estate investment trusts
We have acted as counsel to the Partnership, the General Partner and HoldCo in connection with the Guaranty of the Notes. We render this opinion in connection with: (i) the indenture dated May 23, 2013, as supplemented by the eighth supplemental indenture dated as of May 29, 2019 among, Sabra Health Care Limited Partnership and Sabra Capital Corporation (together, the “Issuers”), Sabra Health Care REIT (the “Parent”), Wells Fargo Bank, National Association, as trustee, and the subsidiary guarantors named therein (including the Partnership, the General Partner and HoldCo); (ii) the Registration Statement on Form S-3 (File No. 333-215574) filed by the Parent and certain of its subsidiaries on January 17, 2017 with the United States Securities and Exchange Commission (the “SEC”), as amended by the Post-Effective Amendment No. 1, filed May 21, 2019, pursuant to Rule 462(e) of the United States Securities Act of 1933, as amended (the “US Securities Act”) (as amended, the “Registration State
SABRA HEALTH CARE LIMITED PARTNERSHIP and SABRA CAPITAL CORPORATION, as Issuers, SABRA HEALTH CARE REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee EIGHTH...Eighth Supplemental Indenture • May 29th, 2019 • Sabra Health Care REIT, Inc. • Real estate investment trusts • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 29, 2019, (this “Supplemental Indenture”) among Sabra Health Care Limited Partnership, a Delaware limited partnership (“Operating Partnership”), and Sabra Capital Corporation, a Delaware corporation (“Sabra Capital” and, together with the Operating Partnership, the “Issuers”), Sabra Health Care REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) to the Indenture, dated as of May 23, 2013, between the Issuers, the Parent, and the Trustee (the “Base Indenture”), as supplemented by this Supplemental Indenture (collectively, this “Indenture”).
