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

EXHIBIT 5.1

ARGUE PEARSON HARBISON & MYERS
801 SOUTH FLOWER STREET, SUITE 500
LOS ANGELES, CALIFORNIA 90017

August 24, 1994


7173

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


Re: Health Equity Properties Incorporated Merger into Omega
Healthcare Investors, Inc.

Gentlemen:

We have examined the Registration Statement dated August 24, 1994,
which you have filed with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of
5,885,958 shares of your Common Stock, par value $.10 (the "Stock"), as
contemplated by the Amended and Restated Merger Agreement and Plan of
Reorganization dated as of June 17, 1994 (the "Merger Agreement") by and
between Omega Healthcare Investors, Inc. ("Omega") and Health Equity Properties
Incorporated ("HEP"). We have also examined the Merger Agreement proceedings
heretofore taken, and are familiar with the additional proceedings proposed to
be taken by you, in connection with the authorization and issuance of the
Stock.

It is our opinion that, subject to the effectiveness of the
Registration Statement under the Securities Act of 1933, as amended, the Stock
will, upon issuance thereof in the manner described in the Registration
Statement and in accordance with the provisions of the Merger Agreement
(including but not limited to obtaining shareholder approval and completing the
necessary filings intended to effect the Merger of HEP with and into Omega
under the laws of Maryland and North Carolina), be legally issued, fully paid
and nonassessable.


Omega Healthcare Investors, Inc.
August 23, 1994
Page 2


We consent to the use of this opinion as an exhibit to said
Registration Statement, and we further consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus which is a part thereof.


Very truly yours,

ARGUE PEARSON HARBISON & MYERS