EXHIBIT 8.1

                        [LETTERHEAD OF LATHAM & WATKINS]

                                  June 7, 2002

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

         Re:      Health Care Property Investors, Inc.
                           Registration Statement on Form S-3

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
statement on Form S-3 (together with all amendments and exhibits thereto and
documents incorporated by reference therein, the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, relating to the
offering from time to time, as set forth in the prospectus contained in the
Registration Statement (the "Prospectus") and as to be set forth in one or more
supplements to the Prospectus, by the Company of up to $975,000,000 aggregate
offering price of (i) common stock, par value $1.00 per share, (ii) one or more
classes or series of preferred shares, par value $1.00 per share, and (iii) debt
securities.

     You have requested our opinion concerning certain of the federal income tax
considerations relating to the Company, including with respect to its election
to be taxed as a real estate investment trust. This opinion is based on various
facts and assumptions, including the facts set forth in the Registration
Statement concerning the business, assets and governing documents of the Company
and its subsidiaries. We have also been furnished with, and with your consent
have relied upon, certain representations made by the Company and its
subsidiaries with respect to certain factual matters through a certificate of an
officer of the Company (the "Officer's Certificate").

     In our capacity as tax 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. For the purposes of our opinion, we
have not made an independent investigation or audit of the facts set forth in
the above referenced documents or in the Officer's Certificate. In addition, in
rendering this opinion we have assumed the truth and accuracy of all
representations and statements made to us which are qualified as to knowledge or
belief, without regard to such qualification. 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



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June 7, 2002
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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, it is our opinion
that:

     1. The Company was organized in conformity with the requirements for
qualification as a real estate investment trust under the Internal Revenue Code
of 1986, as amended (the "Code") commencing with its taxable year ending
December 31, 1985, and its proposed method of operation will enable the Company
to meet the requirements for qualification and taxation as a real estate
investment trust under the Code; and

     2. The statements in the Registration Statement set forth under the caption
"United States Federal Income Tax Considerations Related To Our REIT Election,"
insofar as they purport to describe or summarize certain provisions of the
agreements, statutes or regulations referred to therein, are accurate
descriptions or summaries 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 Registration Statement or Officer's
Certificate may affect the conclusions stated herein. As described in the
Registration Statement, 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, asset composition, distribution levels and
diversity of stock ownership, the various qualification tests imposed under the
Internal Revenue 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 particular taxable year will
satisfy such requirements.

     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 and to the reference to
our firm name therein under the captions "United States Federal Income Tax
Considerations Related To Our REIT Election" and "Legal Matters." In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
or regulations of the Commission promulgated thereunder. 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



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June 7, 2002
Page 3

corporation, for any purpose, without our prior written consent, provided
however, that investors purchasing securities may rely on this opinion.


                                       Very truly yours,

                                       /s/ LATHAM & WATKINS
                                       -----------------------------------------