Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

April 22, 1997

10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on April 22, 1997


Including professional corporations
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410) 244-7400, Fax (410) 244-7742

April 22, 1997

Omega Healthcare Investors, Inc.
905 West Eisenhower Circle, Suite 101
Ann Arbor, MI 48103

Re: Registration Statement on Form S-3
(Reg. No. 33-20967)

Ladies and Gentlemen:

We have acted as Maryland counsel to Omega Healthcare Investors, Inc., a
Maryland corporation (the "Company"), in connection with its proposed public
offering of up to 3,000,000 shares of its _____% Series A Cumulative Preferred
Stock, $1.00 par value ("Series A Preferred Stock") pursuant to a Registration
Statement filed on Form S-3 (Registration No. 33-20967) ("Registration

In that connection, we have examined originals or copies of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for purposes of this opinion including the Underwriting
Agreement, the Articles of Incorporation, as amended, By-laws of the Company
and the proposed Articles Supplementary establishing the Series A Preferred
Stock. We have assumed without independent verification the

Omega Healthcare Investors
April 22, 1997
Page 2

genuineness of signatures, the authenticity of documents, and the conformity
with originals of copies.

Based on the foregoing, we are of the opinion that the shares of Series A
Preferred Stock being sold by the Company, when issued and sold in accordance
with the terms of the resolutions to be adopted by the Pricing Committee
established by the Board of Directors of the Company and the Underwriting
Agreement in substantially the same form provided to us and upon filing with,
and acceptance by, the State Department of Assessments and Taxation of Maryland
of the duly executed Articles Supplementary establishing the Series A Preferred
Stock, will be validly issued, fully paid and non-assessable.

This letter expresses our opinion with respect to the Maryland General
Corporation Law and it does not extend to the securities or "blue sky" laws of
Maryland, to federal securities laws or to other laws.

We hereby consent to the use of this opinion as an exhibit to the Form
10-Q, the incorporation by reference of this opinion into the Registration
Statement and the reference to our firm under "Legal Matters" in the Prospectus
Supplement comprising a part of the Registration Statement.

By giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.

Very truly yours,