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

EXHIBIT 8.1

Powell, Goldstein, Frazer & Murphy LLP
16th Floor
191 Peachtree Street, NE
Atlanta, Georgia 30303


January 18, 2002


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

Ladies and Gentlemen:


We have acted as special counsel to Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-11 (Registration No. 333-72750) originally
filed with the Securities and Exchange Commission on November 2, 2001 (the
"Registration Statement"), as amended, relating to the offering to holders of
Company common stock of subscription rights to purchase up to 9,350,000 shares
of the Company's common stock (the "Rights Offering").


In connection with this opinion, we have examined and relied on originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement and (ii) such other documents, certificates, and records
as we have deemed necessary or appropriate as a basis for the opinion set forth
herein. We also have relied upon factual statements and representations made to
us by representatives of the Company and others, and which will be set forth in
a certificate executed and provided to us by the Company. For purposes of this
opinion, we have assumed the validity and accuracy of the documents,
certificates, records, statements, and representations referred to above. We
also have assumed that the Rights Offering will be consummated in accordance
with the Registration Statement and such other documents, certificates and
records and that the statements as to factual matters contained in the
Registration Statement are true, correct and complete and will continue to be
true, correct and complete through the completion of the Rights Offering.

In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photo copies, and the authenticity of
the originals of such copies. In making our examination of documents executed,
or to be executed, by the parties indicated therein, we have assumed that each
party (other than the Company) has, or will have, the power, corporate or other,
to enter into and perform all obligations thereunder and we have also assumed
the due authorization by all requisite action, corporate or other, and the
execution and delivery by such parties and the validity and binding effect
thereof on such parties.

In rendering our opinion, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended, Treasury Department regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, certificates, records, statements,
representations, covenants, or assumptions on which our opinion is based could
affect our conclusions.

On the basis of and subject to the foregoing, and subject to the receipt of the
executed certificate from the Company, we hereby confirm that the opinion of
counsel set forth in the Registration Statement under the heading "MATERIAL
UNITED STATES FEDERAL INCOME TAX


Omega Healthcare Investors, Inc.
January 18, 2002
Page 2 of 2


CONSIDERATIONS--Consequences of the Rights Offering" is the opinion of Powell,
Goldstein, Frazer & Murphy LLP, based upon current United States federal income
tax law.

Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the Rights Offering
or of any transaction related thereto or contemplated thereby. This opinion is
expressed as of the date hereof, and we are under no obligation to advise you
of, supplement or to revise our opinion to reflect, any changes (including
changes that have retroactive effect) in applicable law or any information,
document, certificate, record, statement, representation, covenant or assumption
relied upon herein that becomes incorrect or untrue. We hereby consent to the
use of our name in the sections captioned "MATERIAL UNITED STATES INCOME TAX
CONSIDERATIONS" and "LEGAL MATTERS" in the Registration Statement. In giving
this consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Powell, Goldstein, Frazer & Murphy LLP