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

EXHIBIT 8









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 SECURITIES OF
OMEGA HEALTHCARE INVESTORS, INC./FORM S-4


Gentlemen:

In connection with the registration statement on Form S-4 (the
"Registration Statement") being filed by Omega Healthcare Investors, Inc. with
the Securities and Exchange Commission, regarding the registration of the
Securities under the Securities Act of 1933, as amended, you have requested our
opinion concerning whether the Company has been organized in conformity with
the requirements for qualification as a real estate investment trust, and
whether its proposed method of operation will enable it to meet the
requirements for qualification and taxation as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code").

The opinion is based on various facts and assumptions. We have also been
furnished with, and have relied upon , representations made by the Company with
respect to certain factual matters through a certificate of an officer of the
Company.

Based on such facts, assumptions and representations, it is our opinion
that commencing with the Company's taxable year ending December 31, 1993, the
Company has been organized in conformity with the requirements for
qualification as a real estate investment trust under the Code, and its
proposed method of operation will enable it to meet the requirements for
qualification and taxation as a real estate investment trust under the Code.
No opinion is expressed as to any matter not expressly addressed herein.


This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and courts having




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



jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Also, any variation or difference in the facts
from those set forth in the officer's certificate furnished to us may affect
the conclusions stated herein. Moreover, the Company's qualification and
taxation as a real estate investment trust depends upon the Company's
ability to meet, through actual annual operating results, distribution levels
and diversity of stock ownership, the various qualification tests imposed under
the Code, the results of which have not and will not be reviewed by Argue
Pearson Harbison & Myers. Accordingly, no assurance can be given that the
actual results of the Company's operation for any one taxable year will satisfy
such requirements.

This opinion is furnished to you solely for your use in connection with
the Registration Statement. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.

Very truly yours,

/s/ Argue Pearson Harbison & Myers, LLP