S-4: Registration of securities issued in business combination transactions

EXHIBIT 5





January 31, 1997





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


Re: $100,000,000 Aggregate Offering Price of Common Stock of
Omega Healthcare Investors, Inc./Form S-4


Gentlemen:

At your request, we have examined the Registration Statement to be filed
by Omega Healthcare Investors, Inc. with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate amount of up to $100,000,000 of shares of common
stock, par value $.10 (the "Common Stock"), all of which Common Stock may be
offered and sold from time to time as set forth in the prospectus which forms a
part of the Registration Statement and as to be set forth in one or more
supplements to the prospectus.

In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photocopies. Moreover, we have
assumed that the issuance, sale, amount and terms of the Common Stock to be
offered from time to time will be duly authorized and determined by proper
action of the Board of Directors of the Company and in accordance with the
Company's Articles of Incorporation, as amended, and applicable Maryland law.

It is our opinion that, subject to completion of the additional
proceedings referred to above, the Common Stock will, upon sale and issuance
thereof in the manner described in the Registration Statement, be legally
issued, fully paid and nonassessable.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the transmitting for
filing of the Registration Statement and should not be quoted in whole or in
part or otherwise be referred to, nor filed with or furnished to any person or
entity, without the prior written consent of this firm.



Omega Healthcare Investors, Inc.
January 31, 1997
Page 2



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, LLP