EXHIBIT 5

                                 April 29, 2003


George L. Chapman
Chairman of the Board and
Chief Executive Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, Ohio 43604

                  Re: HEALTH CARE REIT, INC.:
                  Registration Statement on Form S-3
                  SEC File No. 333-
                  Our File No. 74714

Dear Mr. Chapman,

                  We have acted as counsel to Health Care REIT, Inc. (the
"Company") in connection with the preparation and filing of its Registration
Statement on Form S-3 with the Securities and Exchange Commission pursuant to
the requirements of the Securities Act of 1933, as amended, for the registration
of 2,331,397 shares of the Company's common stock (hereinafter referred to as
the "Shares").

                  In connection with the following opinion, we have examined and
have relied upon such documents, records, certificates, statements, and
instruments as we have deemed necessary and appropriate to render an opinion
herein set forth.

                  Based upon the foregoing, it is our opinion that the Shares
will be, when issued and sold in the manner set forth in the Registration
Statement, legally and validly issued and fully paid and nonassessable.

                  The undersigned hereby consents to the filing of this opinion
as Exhibit 5 to the Registration Statement.

                                          Very truly yours,

                                          SHUMAKER, LOOP & KENDRICK, LLP

                                          By: /S/ Mary Ellen Pisanelli