S-3MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-3

EXHIBIT 5.1

ARGUE PEARSON HARBISON & MYERS, LLP

July 31, 1997

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

RE: $5,750,000 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 pursuant to Rule
462(b) in connection with the registration of $5,750,000 aggregate offering
price of securities (the "Securities"), consisting of 6.95% Notes due 2007 (the
"Notes").

We also have examined the Indenture, dated as of January 28, 1997, and the
form of Supplemental Indenture between the Company and NBD Bank, as Trustee,
relating to the Notes. 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
Securities in accordance with the terms of the Indenture and Supplemental
Indenture; and (iv) the execution, delivery and authentication of and payment
for the Securities, it is our opinion that the Securities 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 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.

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

Very truly yours,

/s/ ARGUE PEARSON HARBISON & MYERS, LLP
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Argue Pearson Harbison & Myers, LLP