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

EXHIBIT 5.1

ATLANTA OFFICE
DIRECT DIAL: (404) 572-6600
WWW.PGFM.COM

July 26, 2004

Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093

Re:

Registration Statement on Form S-8
Omega Healthcare Investors, Inc. 2004 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 of an aggregate of 3,000,000 shares of the Company's common stock, par value $.10 per share (the "Shares"), reserved for issuance under the Company's 2004 Stock Incentive Plan (the "Plan"), pursuant to a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended.

        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 adoption of the Plan as we have deemed necessary and advisable.

        In all 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 state, local and federal officials.

        This opinion letter is limited to the General Corporation Law of the State of Maryland and we do not express any opinion herein concerning any other law. This opinion letter is intended solely for the Company's use in connection with the registration of the Shares pursuant to the Registration Statement and may not be relied upon for any other purpose or by any other person. This opinion letter may not be quoted in whole or in part or otherwise referred to or furnished to any other person except in response to a valid subpoena. This opinion letter is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion letter is rendered as of the date hereof, and we assume no obligation to update or supplement such opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur.

        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 following receipt of lawful consideration therefor pursuant to the Plan, the Shares will be validly issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

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EXHIBIT 5.1