S-11/A: Registration statement for securities to be issued by real estate companies

EXHIBIT 5.1

POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E.
SIXTEENTH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600


January 18, 2002


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


RE: REGISTRATION OF 9,350,000 SHARES OF COMMON STOCK;
REGISTRATION STATEMENT ON FORM S-11


Ladies and Gentlemen:

We have acted as counsel to Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-11 (the "Registration Statement"), of up to 9,400,000 shares
of common stock, $.10 par value ("Common Stock"), of the Company (the "Shares").


In this capacity, we have examined the Registration Statement in the form
filed by the Company with the Securities and Exchange Commission (the
"Commission") on November 2, 2001, and Amendment Nos. 1, 2 and 3 thereto, which
is to be filed with the Commission on the date hereof, and originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments of the Company relating to
the authorization and issuance of the Shares and such other matters as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.


In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. The opinions set forth herein
are limited to Maryland General Corporation Law and the federal laws of the
United States of America.

Based upon the foregoing, and in reliance thereon, and subject to the
limitations and qualifications set forth herein, we are of the opinion that the
Shares have been duly authorized and when sold, will be validly issued, fully
paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus which is a part of the Registration Statement.

Very truly yours,


/s/ Powell, Goldstein, Frazer & Murphy
LLP