S-3: Registration statement for specified transactions by certain issuers

EXHIBIT 8

[ARGUE PEARSON HARBISON & MYERS, LLP LETTERHEAD]





August 27, 1997





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

RE: TAX OPINION RE: $200,000,000 AGGREGATE OFFERING
PRICE OF SECURITIES OF OMEGA HEALTHCARE INVESTORS, INC.

Gentlemen:

In connection with the registration statement on Form S-3, (the
"Registration Statement") to be filed by Omega Healthcare Investors, Inc. with
the Securities and Exchange Commission on on our about August 29, 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

Omega Healthcare Investors, Inc.
August 27, 1997
Page 2

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,



/s/ Argue Pearson Harbison & Myers, LLP