Exhibit 5.1

February 17, 2026

CareTrust REIT, Inc.

24901 Dana Point Harbor Dr, Suite A200

Dana Point, CA 92629

Ladies and Gentlemen:

We have served as special Maryland counsel to CareTrust REIT, Inc., a Maryland corporation (the “Company”), and have been requested to render this opinion letter in connection with (i) the sale of up to $1,000,000,000 maximum offering price of shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company pursuant to the terms of an equity distribution agreement, dated as of February 17, 2026 (the “Equity Distribution Agreement”), by and among the Company, CTR Partnership, L.P., a Delaware limited partnership, and each of BMO Capital Markets Corp., BofA Securities, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., M&T Securities, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or (except in the case of M&T Securities, Inc.) forward seller, and Bank of Montreal, Bank of America, N.A., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Regions Securities LLC, Royal Bank of Canada, Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, collectively, the “Forward Purchasers”), and (ii) the separate confirmations for forward sale transactions, dated as of February 17, 2026 (the “Master Forward Sale Agreement”), by and between the Company and each Forward Purchaser.  The Shares have been registered on a Registration Statement on Form S-3 (File No. 333-293536), which became effective upon filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 17, 2026 (the “Registration Statement”).

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

(a)	the Registration Statement;

(b)	executed copies of the Equity Distribution Agreement and the Master Forward Sale Agreement;

(c)	the prospectus supplement, dated February 17, 2026, filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with the base prospectus, dated February 17, 2026, which formed a part of the Registration Statement (collectively, the “Prospectus”);

(d)

the charter of the Company, as in effect on the date hereof, represented by the Articles of Amendment and Restatement of the Company as filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) on and effective as of May 13, 2014, as amended by the Articles of Amendment to Articles of Amendment and Restatement of the Company as filed with the SDAT on and effective as of May 30, 2018 (collectively, the “Charter”);

(e)	the Amended and Restated Bylaws of the Company, as in effect as of the date hereof, as certified by an officer of the Company;

(f)	copies of the resolutions duly adopted by written unanimous consent of the Board of Directors of the Company (the “Board”) on January 28, 2026, as certified by an officer of the Company on the date hereof;

(g)	an executed copy of the certificate of an officer of the Company, dated as of the date hereof, as to certain factual matters;

(h)	the certificate of the SDAT as to the existence and good standing of the Company in the State of Maryland dated as of a recent date (the “Good Standing Certificate”); and

(i)	such other documents as we have deemed necessary or appropriate to enable us to express the opinions set forth below.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals of such documents, (iii) the legal capacity of natural persons, (iv) the genuineness and validity of all signatures (including all signatures via DocuSign, eSignature or similar technology), (v) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect and enforceability thereof upon the Company and (vi) the conformity of the documents filed with the Commission via the Electronic Data Gathering and Retrieval System, as supplemented by its Interactive Data Electronic Applications system (“EDGAR”), except for required EDGAR formatting changes, to physical copies of the documents prepared by the Company and submitted for our examination.

Based upon the foregoing, and having regard for such legal considerations as we have considered necessary for purposes hereof, we are of the opinion that:

(1)	the Company is a corporation validly existing under the laws of the State of Maryland and is in good standing with the SDAT, and has the requisite corporate power to issue the Shares; and

(2)

the Shares have been duly authorized and, when and to the extent issued against payment therefor in accordance with the authorization of the Board, or a duly authorized committee thereof, the terms of the Equity Distribution Agreement, and the Master Forward Sales Agreement, as applicable, will be validly issued and fully paid and non-assessable.

The opinions in paragraph 1 with respect to existence and good standing of the Company are based solely on the Good Standing Certificate.  In expressing the opinions above, we have assumed (i) that the Shares will not be issued or sold in violation of Article VII of the Charter and (ii) that, upon issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

The opinions expressed above are subject to the following assumptions, exceptions, qualifications and limitations:

(A)

(B)

(C)

(D)

This opinion letter is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Form 8-K on the date hereof and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.