EXHIBIT 8.1

                         [LETTERHEAD OF REED SMITH, LLP]

March 23, 2004

LTC Properties, Inc.
22917 Pacific Coast Highway, Suite 350
Malibu, California 90265

Re:      FEDERAL INCOME TAX CONSIDERATIONS

Ladies and Gentlemen:

                  This opinion is furnished to you at the request of LTC
Properties, Inc., a Maryland corporation (the "Company"), in connection with the
registration of up to $200,000,000 of common shares, preferred shares and/or
debt securities of the Company (the "Securities") pursuant to the Company's
prospectus (the "Prospectus") included in the Company's Registration Statement
on Form S-3 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.

                  You have requested our opinion concerning certain of the
federal income tax consequences to the Company and the purchasers of the
Securities in connection with the registration described above. This opinion is
based on various facts and assumptions, including the facts set forth in the
Registration Statement and the Prospectus concerning the business, properties
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. The Company's representation letter is
attached to this opinion as an Exhibit.

                  In our capacity as counsel to the Company, 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
within any state.

                  Based on such facts, assumptions and representations and
subject to qualifications set forth below, it is our opinion that:

                  1.       Commencing with the Company's taxable year ending
December 31, 1992, the Company has been organized in conformity with the
requirements for qualification as a "real estate investment trust," and its
proposed method of operation, as described in the representations by the Company
will enable the Company to satisfy the requirements for qualification and
taxation as a "real estate investment trust" under the Internal Revenue Code of
1986 (the "Code").

                  2.       The statements in the Registration Statement set
forth under the caption "Certain U.S. Federal Income Tax Considerations" to the
extent such information constitutes 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. Also, any
variation or difference in the facts from those set forth in the Registration
Statement, or the Company's representations 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 satisfy, 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 us. Accordingly, no assurance can be
given that the actual results of the Company's operation for any one taxable
year will satisfy such requirements.

                  This opinion is rendered only to you, and is solely for your
use in connection with the issuance of the Securities pursuant to the
Registration Statement and the Prospectus. 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 undertake no obligation to update this opinion if applicable laws
change after the date hereof or if we become aware after the date hereof of any
facts that may change the opinions expressed herein. 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
and the Prospectus.

                                            Very truly yours,

                                            /s/ REED SMITH LLP