POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing

Exhibit 8.1



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


October 28, 2004



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


Re: Dividend Reinvestment and Common Stock Purchase Plan
Certain Federal Income Tax Matters


Ladies and Gentlemen:

You have requested our opinion concerning certain federal income tax
considerations in connection with the registration by Omega Healthcare
Investors, Inc., a Maryland corporation (the "Company"), of up to 2,000,000
shares of common stock, par value $.10 per share (the "Shares"), as more fully
described in the Registration Statement on Form S-3 (the "Registration
Statement," which includes the Prospectus) to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meanings assigned to such terms in the
Prospectus.

The opinion set forth in this opinion letter is based on relevant
provisions of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"), Treasury Regulations promulgated thereunder (including proposed
and temporary Treasury Regulations), and interpretations of the foregoing as
expressed in court decisions, administrative determinations, and the legislative
history as of the date hereof. These provisions and interpretations are subject
to change, which may or may not be retroactive in effect, that might result in
modifications of our opinions expressed herein.

In rendering our opinions, we examined such records, certificates,
documents and other materials as we considered necessary or appropriate as a
basis for such opinions, including the following:

(i) the Registration Statement (including the exhibits thereto and all
amendments made through the date hereof);

(ii) the organizational documents of the Company, as amended, restated and
supplemented;


Omega Healthcare Investors, Inc.
October 28, 2004
Page 2


(iii)the Company's Annual Report on Form 10-K for the fiscal years ended
December 31, 1999, December 31, 2000, December 31, 2001, December 31,
2002, and December 31, 2003;

(iv) the Company's Quarterly Report on Form 10-Q for the quarterly periods
ended March 31, 2004 and June 30, 2004;

(v) records required by the Internal Revenue Code and Treasury Regulations
relating to shareholder ownership and fair value of assets prepared by
the Company for the fiscal year ended December 31, 2003; and

(vi) such other documents and information provided to us as we deemed
relevant to our opinion.

In addition, we have been provided with a certificate (the "Officer's
Certificate") executed by a duly appointed officer of the Company, setting forth
certain representations relating to the formation and operation of the Company
and its subsidiaries, including qualified REIT subsidiaries (the "Subsidiaries")
and entities treated as partnerships for federal income tax purposes in which
the Company has an interest (the "Property Partnerships").

For purposes of our opinion, we have not made an independent investigation
of the facts set forth in such documents, the Officer's Certificate, the
organizational documents of the Subsidiaries, the operating or partnership
agreements of the Property Partnerships, or the Prospectus. We have consequently
assumed, with your permission, that the information presented in such documents,
or otherwise furnished to us, accurately and completely describes all material
facts relevant to our opinions. No facts have come to our attention, however,
that would cause us to question the accuracy and completeness of such facts,
documents, or assumption in a material way.

We have also assumed for the purposes of this opinion letter that the
Company is validly organized and duly incorporated under the laws of the State
of Maryland, that each of the Subsidiaries is validly organized and duly
incorporated under the laws of its state or jurisdiction of organization, and
that each of the Property Partnerships is duly organized and a validly existing
partnership or limited liability company under the laws of its state or
jurisdiction of organization.

Based on the foregoing, we are of the opinion that:

1. The Company has qualified for treatment as a real estate investment
trust ("REIT") under the Internal Revenue Code for its taxable year
ended December 31, 2003, and the Company's organization and method of
operation will enable it to meet the requirements for qualification
and taxation as a REIT for its taxable year ending December 31, 2004,
and to continue to meet such requirements in each taxable year
thereafter; and


Omega Healthcare Investors, Inc.
October 28, 2004
Page 3



2. The discussion in the Prospectus in the section entitled "Certain
Federal Income Tax Consequences Associated with Participating in the
Plan" fairly summarizes the federal income tax considerations that are
likely to be material to a holder of the Shares.

The Company's qualification and taxation as a REIT depends upon the
Company's ability to meet on a continuing basis, through actual annual operating
and other results, the various requirements under the Internal Revenue Code and
described in the Prospectus with regard to, among other things, the sources of
its gross income, the composition of its assets, the level of its distributions
to stockholders and the diversity of its stock ownership. We will not review the
Company's compliance with these requirements on a continuing basis. Accordingly,
no assurance can be given that the actual results of the operations of the
Company, the Subsidiaries and the Property Partnerships, the sources of their
income, the nature of their assets, the level of the Company's distributions to
stockholders and the diversity of its stock ownership for any given taxable year
will satisfy the requirements under the Internal Revenue Code for qualification
and taxation as a REIT.

Other than as expressly stated above, we express no opinion on any issue
relating to the Company, one or more of the Subsidiaries or the Property
Partnerships or to any investment therein. Furthermore, we assume no obligation
to advise you of any changes in the foregoing subsequent to the date of this
opinion letter, and we are not undertaking to update this opinion letter after
the date hereof.

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
opinions are 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.

We hereby consent to the filing of this opinion letter as an Exhibit to the
Registration Statement and the use of our name as the same appears under the
caption "Legal Matters." In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Securities
Act or by the rules and regulations promulgated thereunder.


Very truly yours,
/s/Powell Goldstein LLP
-------------------------
POWELL GOLDSTEIN LLP