EXHIBIT 8

                                LATHAM & WATKINS
                                Attorneys at Law
                       633 West Fifth Street, Suite 4000
                       Los Angeles, California 90071-2007
                            Telephone (213) 485-1234
                               Fax (213) 891-8763


                                 April 23, 1997



LTC Properties, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030

Re:  LTC Properties, Inc.
     --------------------

Ladies and Gentlemen:

          In connection with the registration statement on Form S-3 (the
"Registration Statement") being filed by LTC Properties, Inc., a Maryland
corporation (the "Company"), on April 24, 1997 with the Securities and Exchange
Commission concerning the Universal Shelf Registration under the Securities Act
of 1933, as amended (the "Act"), you have requested our opinion concerning
certain of the federal income tax consequences to the Company of its election to
be treated as a "real estate investment trust" under the Internal Revenue Code
of 1986, as amended (the "Code").

          This opinion is based on various statements of fact and assumptions,
including the statements of fact set forth in the Registration Statement
concerning the business, assets and governing documents of the Company.  We have
also been furnished with, and with your consent have relied upon, certain
representations made by the Company with respect to certain factual matters
through a certificate of an officer of the Company (the "Officer's
Certificate").

          As special tax counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion.  In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.

          We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any other 

 
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state.

          Based on such statements of fact, assumptions and representations, it
is our opinion that:

          1.  Commencing with the Company's taxable year ended December 31,
     1992, 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, as described in the statements of fact
     and representations of the Company referred to above, will enable it to
     meet the requirements for qualification and taxation as a "real estate
     investment trust" under the Code.

          2.  The statements set forth in the Registration Statement under the
     caption "Federal Income Tax Considerations" to the extent such statements
     constitute matters of law, summaries of legal matters, or legal
     conclusions, have been reviewed by us and are accurate in all material
     respects.

          No opinion is expressed as to any matter not discussed herein.

          This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Any such change may
affect the conclusions stated herein. Also, any variation or difference in the
facts from those set forth in the statements of fact set forth in the
Registration Statement and the representations made by the Company through the
Officer's Certificate 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 been and will not be
reviewed by Latham & Watkins. Accordingly, no assurance can be given that the
actual results of the Company's operation for any one taxable year have
satisfied or will satisfy such requirements.

          This opinion is rendered only to you and is solely for your benefit in
connection with the Registration Statement. This opinion may not be relied upon
by you for any other purpose, or furnished to, quoted to, or relied upon by any
other person, firm or corporation for any purpose, without our prior written
consent. 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/ LATHAM & WATKINS