S-3: Registration statement for specified transactions by certain issuers

EXHIBIT 5

January 24, 1997

Omega Healthcare Investors, Inc.
905 West Eisenhower Circle, Suite 110
Ann Arbor, Michigan 48103

RE: $150,000,000 AGGREGATE OFFERING PRICE OF SECURITIES OF
OMEGA HEALTHCARE INVESTORS, INC.

Gentlemen:

At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by Omega Healthcare Investors, Inc.
(the "Company") with the Securities and Exchange Commission in connection with
the registration of $150,000,000 aggregate offering price of securities (the
"Securities"), consisting of (i) shares of its common stock, par value $.10 per
share (the "Common Stock"); (ii) shares of its preferred stock, par value $1.00
per share (the "Preferred Stock"); (iii) its unsecured senior debt securities
(the "Debt Securities"); or (iv) warrants to purchase Common Stock (the "Common
Stock Warrants"), warrants to purchase Debt Securities (the "Debt Securities
Warrants"), and warrants to purchase Preferred Stock (the "Preferred Stock
Warrants"), on terms to be determined at the time of offering. The Common Stock
Warrants, the Debt Securities Warrants and the Preferred Stock Warrants shall be
referred to herein collectively as the "Securities Warrants."

We also have examined the Indenture, dated as of January 24, 1997, between
the Company and NBD Bank, as Trustee, relating to the Debt Securities (the
"Indenture"). We are familiar with the proceedings heretofore taken and proposed
to be taken by the Company in connection with the authorization, registration,
issuance and sale of the Securities.

Subject to the (i) proposed additional proceedings being taken as now
contemplated by us as your counsel prior to the issuance and sale of the
Securities; (ii) the effectiveness of the Registration Statement under the
Securities Act of 1933, as amended; (iii) the establishment of the terms of the
Debt Securities in accordance with the terms of the Indenture; (iv) the

Omega Healthcare Investors, Inc.
January 24, 1997
Page 2

establishment of the terms of the Preferred Stock, if applicable, in accordance
with the terms of the Company's Articles of Incorporation and applicable law;
(v) the due authorization , execution and delivery of a Warrant Agreement (in
the case of Securities Warrants); and (vi) the execution, delivery and
authentication of and payment for the Securities, it is our opinion that:

1. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities, or Preferred Stock or upon
exercise of Any Common Stock Warrants, will, upon the issuance and sale thereof
in the manner specified in the Registration Statement, be validly issued, fully
paid and nonassessable.

2. The Preferred Stock, including any Preferred Stock that may be issued
upon the exercise of any Preferred Stock Warrants, will, upon the issuance and
sale thereof in the manner referred to in the Registration Statement, be validly
issued, fully paid and nonassessable.

3. The Debt Securities, including any Debt Securities that may be issued
upon the exercise of any Debt Warrants, will, upon the issuance and sale thereof
in the manner referred to in the Registration Statement, constitute legally
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws effecting creditors' rights
generally, and except that we advise you that the enforceability of the Debt
Securities is subject to the effect of general principles of equity including,
without limitations, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief regardless of whether considered in a proceeding in equity or
at law.

4. The Securities Warrants will, upon the issuance and sale thereof in the
manner specified in the Registration Statement, be validly issued, fully paid
and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Argue Pearson Harbison & Myers, LLP