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

EXHIBIT 5

May 21, 2000



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

Re: Registration Statement on Form S-8
Omega Healthcare Investors, Inc.
Omega Healthcare Investors, Inc. 2000 Stock Incentive Plan

Ladies and Gentlemen:

We have served as counsel for Omega Healthcare Investors, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of an aggregate of 3,500,000 shares
(the "Shares") of common stock, $.10 par value, of the Company, to be issued and
sold by the Company to selected officers and employees of the Company and its
subsidiaries pursuant to the Omega Healthcare Investors, Inc. 2000 Stock
Incentive Plan (the "Plan").

We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of securities pursuant to the Plan
as we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.

We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Maryland.

Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:

1. The Shares have been duly authorized; and





2. Upon the issuance and delivery of the Shares and the receipt of
payment therefor as provided in the Plan and as contemplated by
the Registration Statement, such Shares will be validly issued,
fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,



POWELL, GOLDSTEIN, FRAZER & MURPHY LLP