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

[ARGUE PEARSON HARBISON & MYERS, LLP]

Exhibit 5



December 23, 1998



Omega Healthcare Investors, Inc.
900 Victors Way, Suite 350
Ann Arbor, Michigan 48108


Re: $300,000,000 Aggregate Offering Price of Securities of
Omega Healthcare Investors, Inc./Form S-3

Gentlemen and Ladies:

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 in connection with
the registration of $300,000,000 aggregate offering price of securities (the
"Securities"), consisting of (i) shares of its common stock, par value $.10 per
share (the "Common Stock"); (ii) shares of its preferred stock, par value $1.00
per share (the "Preferred Stock"); (iii) its debt securities (the "Debt
Securities"); or (iv) warrants to purchase Common Stock (the "Common Stock
Warrants"), warrants to purchase Debt Securities (the "Debt Securities
Warrants"), and warrants to purchase Preferred Stock (the "Preferred Stock
Warrants"), on terms to be determined at the time of offering. The Common Stock
Warrants, the Debt Securities Warrants and the Preferred Stock Warrants shall
be referred to herein collectively as the "Securities Warrants."

We also have examined the Indenture, dated as of August 27, 1997, between
the Company and NBD Bank, as Trustee, relating to the Debt Securities (the
"Indenture"). 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 the
Debt Securities in accordance with the terms of the Indenture; (iv) the







Omega Healthcare Investors, Inc.
December 23, 1998
Page 2



establishment of the terms of the Preferred Stock, if applicable, in accordance
with the terms of the Company's Articles of Incorporation and applicable law;
(v) the due authorization, execution and delivery of a Warrant Agreement (in
the case of Securities Warrants); and (vi) the execution, delivery and
authentication of and payment for the Securities, it is our opinion that:


1. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities, or Preferred Stock or upon
exercise of any Common Stock Warrants, will, upon the issuance and sale thereof
in the manner specified in the Registration Statement, be validly issued, fully
paid and nonassessable.

2. The Preferred Stock, including any Preferred Stock that may be
issued upon the exercise of any Preferred Stock Warrants, will, upon the
issuance and sale thereof in the manner referred to in the Registration
Statement, be validly issued, fully paid and nonassessable.

3. The Debt Securities, including any Debt Securities that may be
issued upon the exercise of any Debt Warrants, 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
Debt 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.

4. The Securities Warrants will, upon the issuance and sale thereof
in the manner specified in the Registration Statement, be validly issued, fully
paid and nonassessable.

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



Very truly yours,

/s/Argue Pearson Harbison
& Myers, LLP