flopped mid set with no low draw

[mbeats]

9 players 0.25/0.50 PL Omaha HL
Villain 1 has a clue but Villain 2 is a fish
Hero is one off the button with 3h 2h Ts 3s
3 limpers, button folds, sb complets, button checks
6 players to flop: 3c Js 2d
check, check, villain 1 ($121.74) checks, villlain 2 ($17.13) bets $3
player in front of me folds
I call $3 and raise $4
sb and bb fold
Villain 1($121.74) calls $7
Villain 2 calls $4 and raises $9.63 and is all in
Hero calls, Villain 1 calls
Turn is 8s
Villain 1 checks
Hero checks
River is 5h
Villain 1 bets $52.89
Hero folds
Villain 1 shows Kc Ah 4d Ac
Villain 2 shows 8d Ad 4c 2s
Both split pot with wheel
Comments on play?