S-3MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-3

EXHIBIT 8.1

July 31, 1997

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

Re: $5,750,000 aggregate Offering Price of Securities of
Omega Healthcare Investors, Inc.

Gentlemen:

In connection with the registration statement on Form S-3, pursuant to Rule
462(b) (the "Registration Statement") filed by Omega Healthcare Investors, Inc.
with the Securities and Exchange Commission on or about July 31, 1997, regarding
the registration of the Securities under the Securities Act of 1933, as amended,
you have requested our opinion concerning whether the Company has been organized
in conformity with the requirements for qualification as a real estate
investment trust, and whether its proposed method of operation will enable it to
meet the requirements for qualification and taxation as a real estate investment
trust under the Internal Revenue Code of 1986, as amended (the "Code").

The opinion is based on various facts and assumptions. We have also been
furnished with, and have relied upon, representations made by the Company with
respect to certain factual matters through a certificate of an officer of the
Company.

Based on such facts, assumptions and representations, it is our opinion
that the Company has been organized in conformity with the requirements for
qualification as a real estate investment trust under the Code, and its proposed
method of operation will enable it to meet the requirements for qualification
and taxation as a real estate investment trust under the Code. No opinion is
expressed as to any matter not expressly addressed herein.

This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the officer's certificate
furnished to us may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust depends
upon the Company's ability to meet, through actual annual operating results,
distribution levels and diversity of stock ownership, the various qualification
tests imposed under the Code, the results of which have not and will not be
reviewed by Argue Pearson Harbison & Myers, LLP. Accordingly, no assurance can
be given that the actual results of the Company's operation for any one taxable
year will satisfy such requirements.

This opinion is furnished to you solely for your use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters' in the Registration Statement.

Very truly yours,

/s/ ARGUE PEARSON HARBISON & MYERS, LLP
--------------------------------------
Argue Pearson Harbison & Myers, LLP