EXHIBIT 8.1

                        [Letterhead of Latham & Watkins]

                                August 27, 1998

                                        



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

  Re:   Health Care Property Investors, Inc.
        $150,000,000 Medium-Term Notes, Series D
        ----------------------------------------

Ladies and Gentlemen:

  We have acted as special counsel to Health Care Property Investors, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933 (the "1933 Act") and the issuance of up to an
aggregate initial offering price of $150,000,000 Medium-Term Notes, Series D,
due nine months or more from date of issue, having such terms and provisions as
set forth in a certificate of certain officers of the Company dated August 27,
1998 delivered pursuant to Section 301 of the indenture dated as of September 1,
1993 (the "Indenture") between the Company and The Bank of New York, as trustee
(the "Notes"), pursuant to (i) a registration statement on Form S-3 under the
1933 Act, filed with the Securities and Exchange Commission (the "Commission")
on June 18, 1998 (File No. 333-57163) and declared effective by the Commission
on June 30, 1998 (the "Registration Statement"), (ii) a Prospectus dated August
27, 1998 (the "Base Prospectus"), as supplemented by the Prospectus Supplement
dated August 27, 1998, filed with the Commission on August 27, 1998 pursuant to
Rule 424(b) under the 1933 Act (the "Prospectus Supplement," and together with
the Base Prospectus, the "Prospectus"), and (iii) the distribution agreement
dated as of August 27, 1998 among Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., NationsBanc Montgomery
Securities LLC, BNY Capital Markets, Inc. and the Company (the "Distribution
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") and certain facts 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 

 
Health Care Property Investors, Inc.
August 27, 1998
Page 2

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 "Material Federal Income Tax Considerations," 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 rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
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 Prospectus.  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 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