EXHIBIT 8.2

                        [Letterhead of Latham & Watkins]

                               September 4, 1998

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

  Re:           Health Care Property Investors, Inc.
                8.70% Series B Cumulative Redeemable Preferred 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 registration under
the Securities Act of 1933, as amended (the "1933 Act"), and the sale to the
Underwriters (as defined below) of 5,385,000 shares of the Company's 8.70%
Series B Cumulative Redeemable Preferred Stock, pursuant to (i) a registration
statement on Form S-3, No. 333-57163, filed with the Securities and Exchange
Commission (the "Commission") on June 18, 1998, as amended and supplemented as
of the date hereof, (ii) a Prospectus dated August 27, 1998, including the
documents incorporated by reference therein (the "Base Prospectus"), as
supplemented by the Prospectus Supplement dated September 1, 1998 and filed with
the Commission on September 2, 1998 pursuant to Rule 424(b) under the 1933 Act
(the "Prospectus Supplement," and together with the Base Prospectus, the
"Prospectus"), (iii) a purchase agreement dated September 1, 1998 among Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, and Salomon Smith Barney Inc., as representatives of the several
underwriters named in Schedule A thereto (collectively, the "Underwriters"), 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") 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 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.

 
Health Care Property Investors, Inc.
September 4, 1998
Page 2

  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 Series B
Preferred 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 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