10-K405: Annual report [Sections 13 and 15(d), S-K Item 405]

EXHIBIT 8


March 20, 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:

In connection with the registration statement on Form S-3, File No.
333-20967 (the "Registration Statement") filed by Omega Healthcare Investors,
Inc. with the Securities and Exchange Commission on February 3, 1997, 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 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 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, LLP. 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,


ARGUE PEARSON HARBISON & MYERS, LLP.