EXHIBIT 8.1
                        [Letterhead of Latham & Watkins]

                                 April 23, 1998

                                        



Health Care Property Investors, Inc.
4675 MacArthur Court, 9th Floor
Newport Beach, California 92660

  Re:  Health Care Property Investors, Inc.
       698,752 Shares of Common Stock
       ------------------------------------

Ladies and Gentlemen:

    We have acted as special counsel to Health Care Property Investors, Inc., a
Maryland corporation (the "Company"), in connection with the sale by the Company
to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") of
698,752 shares of the Company's common stock, $1.00 par value per share,
pursuant to (i) a registration statement on Form S-3 under the Securities Act of
1933 (the "1933 Act"), filed with the Securities and Exchange Commission (the
"Commission") on June 18, 1997 (File No. 333-29485), as amended by pre-effective
Amendment No. 1 thereto, filed with the Commission on June 26, 1997, and
declared effective by the Commission on June 27, 1997, (ii) a Prospectus dated
September 19, 1997 (the "Base Prospectus"), as supplemented by the Prospectus
Supplement dated April 23, 1998, filed with the Commission on April 24, 1998
pursuant to Rule 424(b) under the 1933 Act (the "Prospectus Supplement," and
together with the Base Prospectus, the "Prospectus") and (iii)

 
Health Care Property Investors, Inc.
April 23, 1998
Page 2

a purchase agreement dated April 23, 1998 between the Underwriter and the
Company (the "Purchase Agreement").

    This opinion is based on various assumptions and is conditioned upon certain
representations made by the Company as to factual matters through a certificate
of an officer of the Company (the "Officer's Certificate").  In addition, this
opinion is based upon the factual representations of the Company concerning its
business and properties as set forth in the Prospectus.

     In our capacity as such 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 state or other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies with any state.

     Based upon the facts set forth in the Prospectus and Officer's Certificate,
it is our opinion that the information in the Prospectus Supplement set forth
under the caption "Certain Federal Income Tax Considerations to Holders of
Common Stock," to the extent that it constitutes matters of law, summaries of
legal matters, documents or proceedings, or legal conclusions, has been reviewed
by us and is correct 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. Also, any variation or
difference in the facts from those set forth in the Prospectus or Officer's
Certificate may affect the conclusions stated herein.

     This opinion is rendered only to you and is solely for your benefit in
connection with the Registration Statement.  We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement.  This opinion may not
be relied upon by you for any other purpose, or

 
Health Care Property Investors, Inc.
April 23, 1998
Page 3

furnished to, quoted to or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.

                                    Very truly yours,

                                    /s/ Latham & Watkins