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

[ARGUE PEARSON HARBISON & MYERS, LLP]


Exhibit 8


December 23, 1998




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

Re: Tax Opinion re: $300,000,000 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 or about December 23, 1998, regarding
the registration of the Securities under the Securities Act of 1933, as
amended, you have request 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 qualifications 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.
December 23, 1998
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