Exhibit 3.5

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR HOLDINGS, LLC

This Certificate of Formation of National Mentor Holdings, LLC (the “LLC”) is being duly executed and filed by Eleanor M. Coleman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.Code Ann. §18-101, et seq.)

FIRST.  The name of the limited liability company formed hereby is:

National Mentor Holdings, LLC

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person of the LLC, has caused this Certificate of Formation to be duly executed as of the 5^th day of November 2002.

/s/ Eleanor M. Coleman

Eleanor M. Coleman,

Authorized Person

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

NATIONAL MENTOR HOLDINGS, LLC

Pursuant to the provisions of the Delaware Limited Liability Company Act, the following hereby amends the Certificate of Formation of National Mentor Holdings, LLC (the “LLC”):

FIRST.  The name of the LLC shall be:

National Mentor, LLC

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment of Certificate of Formation to be duly executed as of the 24th day of April, 2003.

/s/ Gregory Torres

Name: Gregory Torres

Title: Manager