Item 8.01 Other Events.

On January 2, 2020, Omega Healthcare Investors, Inc. (the "Company") filed a prospectus supplement (the "Prospectus Supplement") relating to the Company's existing Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"), which was previously registered under a registration statement on Form S-3 (File No. 333-215424) dated January 4, 2017 (the "Prior Registration Statement"), under the Company's existing universal shelf registration statement on Form S-3 (File No. 333-227148) dated August 31, 2018. The Prospectus Supplement covers the sale of up to 11,706,270 shares of the Company's common stock, par value $0.10 per share (the "Common Stock") under the Plan. The Plan is designed to provide the Company's existing stockholders and interested new investors with a method of purchasing Common Stock and investing all or a percentage of their cash dividends in additional shares of Common Stock. The Prospectus Supplement continues the Plan previously covered by the Prior Registration Statement.

Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of the opinion of Shapiro Sher Guinot & Sandler P.A. regarding certain Maryland law matters, including the validity of the Common Stock offered pursuant to the Prospectus Supplement. Attached as Exhibit 8.1 to this Current Report on Form 8-K is a copy of the opinion of Bryan Cave Leighton Paisner LLP regarding certain tax matters in connection with the Prospectus Supplement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits

Exhibit No. Description of Exhibit






   5.1     Opinion of Shapiro Sher Guinot & Sandler P.A.


   8.1     Opinion of Bryan Cave Leighton Paisner LLP

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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