S-4: Registration of securities issued in business combination transactions

EXHIBIT 8.2

STROOCK & STROOCK & LAVAN
SEVEN HANOVER SQUARE
NEW YORK, NEW YORK 10004

August 24, 1994

Health Equity Properties Incorporated
915 West Fourth Street
Winston-Salem, NC 27101

Re: Registration Statement on Form S-4:

Ladies and Gentlemen:

You have requested our opinion as to certain Federal income tax
consequences of the proposed merger of Health Equity Properties Incorporated, a
North Carolina corporation ("HEP"), with and into Omega Healthcare Investors,
Inc., a Maryland corporation ("Omega"), as contemplated by the Amended and
Restated Merger Agreement and Plan of Reorganization dated as of June 17, 1994
(the "Agreement"), substantially in the form included as Annex I to the
Registration Statement on Form S-4 filed on the date hereof (the "Registration
Statement"), initially filed as a Joint Proxy Statement and Prospectus with the
Securities and Exchange Commission on August 3, 1994.

In rendering this opinion, we have examined HEP's Articles of
Incorporation, as amended, the Agreement and Prospectus incorporated by
reference in the Registration Statement, the fairness opinion rendered by
Equitable Securities Corporation included as Annex III to the Registration
Statement, the fairness opinion rendered by Bear, Stearns & Co. Inc. included as
Annex II to the Registration Statement and such other documents as we have
deemed necessary or relevant for the purpose of this opinion. As to various
questions of fact material to this opinion, where relevant facts were not
independently established by us, we have relied upon statements of employees of
HEP. We have also examined such matters of law as we have deemed necessary or
appropriate for the purpose of this opinion.

In rendering the opinion set forth herein, we have made the following
assumptions, all of which we assume to be true and accurate on the date hereof
and will continue to be true and accurate through and including the Closing
Date:

1. There is no plan or intention on the part of the shareholders of
HEP to sell, exchange, or otherwise dispose of a number of shares of HEP
stock held prior to the Merger or Omega Common Stock received pursuant to
the Merger which would cause HEP shareholders to own Omega Common Stock
having a value as of the date of the Merger, of less than fifty percent
(50%) of the value of all of the formerly outstanding stock of HEP as of
the same date (including for purposes of this calculation HEP stock
surrendered by dissenters, or exchanged for cash in lieu of fractional
shares).

2. Each of HEP and Omega has qualified and will qualify as a real
estate investment trust within the meaning of Subchapter M of Chapter 1 of
the Internal Revenue Code of 1986, as amended (the "Code"), for each of its
taxable years ending on or before or including the Closing Date.

3. Omega has no plan or intention to reacquire any of its stock issued
in the transaction.

4. Omega has no plan or intention to sell or otherwise dispose of any
of the assets of HEP acquired in the transaction, except for dispositions
made in the ordinary course of business or transfers described in section
368(a)(2)(C) of the Code.

5. Following the Merger, Omega will continue the historic business of
HEP or will use a significant portion of HEP's historic business assets in
a business.

6. The assumption by Omega of the liabilities of HEP pursuant to the
Merger is for a bona fide business purpose and the principal purpose of
such assumption is not the avoidance of federal income tax on the transfer
of assets of HEP to Omega pursuant to the Merger.

7. Any liabilities of HEP to be assumed by Omega (or liabilities to
which the transferred assets of HEP are taken subject to) will be
liabilities incurred by HEP in the ordinary course of business. No
liabilities of any person other than HEP will be assumed by Omega in the
Merger, and none of the shares of HEP to be surrendered in exchange for
Omega Common Stock in the Merger will be subject to any liabilities.

8. There is no intercorporate indebtedness existing between Omega and
HEP that was issued, acquired, or will be settled at a discount.

9. On the date of the Merger, the fair market value of the assets of
HEP will exceed the sum of its liabilities (including any liabilities to
which its assets are subject).

10. The payment of cash in lieu of fractional shares of stock of HEP
will be made for the purpose of saving Omega the expense and inconvenience
of issuing fractional shares.

11. None of the compensation received by any shareholder-employee of
HEP pursuant to any employment, consulting or similar arrangement will be
separate consideration for, or allocable to, any of his shares of HEP
Common Stock. None of the shares of Omega Common Stock received by any
shareholder-employee of HEP pursuant to the Merger will be separate
consideration for, or allocable to, any such employment, consulting or
similar arrangement.

We have also assumed (i) the genuineness of all signatures on documents we
have examined, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity to the original documents of all documents
submitted to us as copies, (iv) the authority and capacity of the individual or
individuals who executed any such documents on behalf of any person, (v) the
accuracy and completeness of all records made available to us, (vi) the factual
accuracy of all representations, warranties and other statements made by all
parties, (vii) that HEP has been operated in accordance with applicable laws and
the terms and conditions of applicable documents, and (viii) that all documents,
certificates, representations, warranties and covenants on which we have relied
in rendering the opinion set forth below and that were given or dated earlier
than the date of this letter continue to remain accurate, insofar as relevant to
the opinion set forth herein, from such earlier date through and including the
date of this letter.

We note that our opinion is based on our review of the documents described
above, the statements and representations referred to above and in the
Registration Statement and the Agreement, the provisions of the Code, the
regulations, published rulings and announcements thereunder, and the judicial
interpretations thereof currently in effect. Any change, after the date hereof,
in applicable law or any of the facts and circumstances described in the
Registration Statement, or inaccuracy of any statements or representations on
which we have relied, may affect the continuing validity of our opinion.

Capitalized terms not defined herein have the respective meanings given
such terms in the Agreement.

Based on the foregoing, it is our opinion that for Federal income tax
purposes:

1. The Merger will qualify as a reorganization under Section
368(a)(1)(A) of the Code;

2. No gain or loss will be recognized by HEP as a result of the
consummation of the Merger, Section 361(a) of the Code;

3. No gain or loss will be recognized by a holder of HEP Common Stock
upon the exchange of shares of HEP Common Stock for shares of Omega Common
Stock pursuant to the Merger, except that gain or loss will be recognized
by a holder of HEP Common Stock on receipt of cash in lieu of a fractional
share interest in Omega Common Stock, Section 354(a) of the Code;

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4. The aggregate adjusted tax basis of the Omega Common Stock received
by a holder of HEP Common Stock pursuant to the Merger will be the same as
the aggregate adjusted tax basis of the shares of HEP Common Stock
surrendered in exchange therefor, decreased by the adjusted tax basis of
the shares of HEP Common Stock allocable to any fractional share interest
in Omega Common Stock for which cash is received, Section 358(a) of the
Code;

5. The holding period of the Omega Common Stock received by a holder
of HEP Common Stock as a result of the Merger will include the holding
period of the shares of HEP Common Stock surrendered in exchange therefor,
provided that such HEP Common Stock is held as a capital asset at the
Effective Time, Section 1223(1) of the Code;

6. A holder of HEP Common Stock who receives cash in lieu of a
fractional interest in Omega Common Stock will be treated as if the
fractional share were distributed as part of the exchange and then as
having received a cash distribution in redemption of such fractional share,
resulting in gain or loss (or in certain circumstances, ordinary income)
upon receipt of such cash taxed as provided in Section 302 of the Code; and

7. A holder of HEP Common Stock who perfects his dissenters' rights
under the laws of North Carolina and who receives payment for the "fair
value" of his shares of HEP Common Stock will be treated as having received
the payment in redemption of the shares, and the redemption will be subject
to the conditions and limitations of Section 302 of the Code.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Joint Proxy Statement
and Prospectus included in the Registration Statement. In giving such
permission, we do not admit hereby that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


/s/ STROOCK & STROOCK & LAVAN
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STROOCK & STROOCK & LAVAN

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