S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

EXHIBIT 5.1

[ARGUE PEARSON HARBISON & MYERS LLP LETTERHEAD]

December 28, 1998


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

RE: OMEGA HEALTHCARE INVESTORS, INC./FORM S-8

Gentlemen:

At your request, we have examined the Registration Statement to be
filed by Omega Healthcare Investors, Inc. with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of 750,000 shares of common stock, par value $.10 (the "Common
Stock"), all of which Common Stock may be offered and sold from time to time
pursuant to the terms of the Company's 1993 Stock Option and Restricted Stock
Plan, as amended and restated, and as set forth in the prospectus which forms a
part of the Registration Statement.

In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photocopies. Moreover, we have assumed
that the issuance and sale of the Common Stock to be offered from time to time
has been or will be duly authorized by proper action of the Board of Directors
of the Company and in accordance with the Company's Articles of Incorporation,
as amended, and applicable Maryland law.

It is our opinion that, subject to completion of any additional
proceedings referred to above, the Common Stock will, upon sale and issuance
thereof in the manner described in the Registration Statement, be legally
issued, fully paid and nonassessable.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the transmitting for filing of
the Registration Statement and should not be quoted in whole or in part or
otherwise be referred to, nor filed with or furnished to any person or entity,
without the prior written consent of this firm.

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

Very truly yours,

/S/ Argue Pearson Harbison & Myers LLP