Exhibit 8.1


                         [LETTERHEAD OF REED SMITH LLP]


February 18, 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 offering of
4,000,000 shares of Series F Preferred Stock of the Company (the "Shares")
pursuant to the Company's prospectus dated February 18, 2004 (the "Prospectus")
included in the Company's Registration Statement on Form S-3, as amended by
Post-effective Amendment No. 1 to such Registration Statement (as so amended,
the "Registration Statement"), as 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 Shares in connection with
the offering 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 Company's Annual Report on Form 10-K for the year
ended December 31, 2002 set forth under the caption "Taxation of Our Company"
and in the Prospectus under the captions "Additional federal income tax
considerations" and "Certain US 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, the
Company's Annual Report on Form 10-K for the year ended December 31, 2002, 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 Shares 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



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