S-3D: Automatically effective registration statement for securities issued pursuant to dividend or interest reinvestment plans
Published on July 19, 1996
EXHIBIT 5.1
July 15, 1996
Omega Healthcare Investors, Inc.
905 West Eisenhower Circle
Suite 110
Ann Arbor, Michigan 48103
RE: DIVIDEND REINVESTMENT PLAN
Gentlemen:
We have examined the Registration Statement, which you are filing with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of your Common Stock,
par value $.10 (the "Stock"), in connection with the Omega Healthcare Investors,
Inc. Dividend Reinvestment and Common Stock Purchase Plan. We have also examined
the proceedings heretofore taken, and are familiar with the additional
proceedings proposed to be taken by you, in connection with the authorization,
issue and sale of the Stock.
It is our opinion that, subject to completion of the additional proceedings
referred to above, the Stock will, upon sale and issuance thereof in the manner
described in the Registration Statement, be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and we further consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is a part thereof.
Very truly yours,
/s/ Argue Pearson Harbison & Myers