EXHIBIT 8

ARNOLD & PORTER

July 22, 2003

Health Care REIT, Inc.
One Sea Gate
Suite 1500
Toledo, Ohio 43604

         Re: Federal Income Tax Consequences

Ladies and Gentlemen:

         We have acted as special tax counsel to Health Care REIT, Inc., a
Delaware corporation (the "Company"), in connection with the registration of up
to $937,557,819 aggregate amount of securities of the Company, consisting of an
indeterminate amount of (i) debt securities, (ii) preferred stock, par value
$1.00 per share, (iii) depositary shares representing preferred stock, (iv)
common stock, par value $1.00 per share, (v) warrants to purchase debt
securities, preferred stock, depositary shares, common stock or units and (vi)
units consisting of any combination of one or more debt securities or other
securities, including preferred stock, depositary shares, common stock, warrants
or any combination thereof, pursuant to a prospectus dated July 22, 2003 (the
"Prospectus") included in the Company's Registration Statement on Form S-3 (the
"Registration Statement"), filed on July 22, 2003 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. You have
requested our opinion regarding certain U.S. federal income tax matters in
connection with the filing of the Registration Statement. Certain capitalized
terms used herein without definition are as defined in the Registration
Statement.

         In giving this opinion, we have examined the following:

         -  the Second Restated Certificate of Incorporation, as amended, of the
            Company;

         -  the Amended and Restated Bylaws of the Company;

         -  the Company's Annual Report on Form 10-K for the year ended December
            31, 2002;

         -  the Prospectus;

         -  the taxable REIT subsidiary election for HCRI Tucson Inc.; and

         -  such other documents as we have deemed necessary or appropriate for
            purposes of this opinion.



Health Care REIT, Inc.
July 22, 2003
Page 2

         In connection with the opinions rendered below, we have assumed with
your consent that:

         1. Each of the documents referred to above has been duly authorized,
executed and delivered; is authentic, if an original, or is accurate, if a copy;
and has not been amended;

         2. During its taxable years ended December 31, 1998 through December
31, 2002, the Company has operated, and, in future taxable years, the Company
will operate, in a manner that has caused or will make, as the case may be, the
factual representations relating to the ownership, operation, future method of
operations, and compliance of the Company with the real estate investment trust
("REIT") provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Treasury Regulations (the "Regulations") thereunder, as in
effect as of the date hereof, contained in a certificate, dated July 22, 2003
and executed by a duly appointed officer of the Company (the "Officer's
Certificate"), true for such years;

         3. The Company will not make any amendments to its organizational
documents after the date of this opinion that would affect its qualification as
a REIT under sections 856-860 of the Code for any taxable year; and

         4. No action will be taken by the Company after the date hereof that
would have the effect of altering the facts upon which the opinions set forth
below are based.

         In our capacity as special tax counsel to the Company, we have made
such legal and factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of our opinions rendered below. For the purposes of
rendering these opinions, we have not made an independent investigation of the
facts set forth in any documents delivered to us, including, without limitation,
the Officer's Certificate. We have relied completely upon the Company's
representations that the information presented in such documents accurately
reflects all material facts. In the course of our representation of the Company,
we have not been made aware of any facts inconsistent with such factual
representations. In addition, where such factual representations involve terms
defined or used in the Code, the Regulations, published rulings of the Internal
Revenue Service (the "Service") or other relevant authority, we have explained
such terms to the Company's representatives and are satisfied that the Company's
representatives understand such terms and are capable of making such factual
representations.

         Based on the Code, Regulations, documents, assumptions and statements
set forth above, the factual representations set forth in the Officer's
Certificate and our review of the discussion in the Prospectus under the caption
"U.S. Federal Income Tax Considerations," we are of the opinion that:



Health Care REIT, Inc.
July 22, 2003
Page 3

                  (a) the Company qualified to be taxed as a REIT pursuant to
         sections 856 through 860 of the Code for its taxable years ended
         December 31, 1998 through December 31, 2002, and the Company's
         organization and current and proposed method of operation will enable
         it to continue to meet the requirements for qualification and taxation
         as a REIT under the Code for all future taxable years; and

                  (b) The descriptions of the law and the legal conclusions
         contained in the Prospectus under the caption "U.S. Federal Income Tax
         Considerations" are correct in all material respects.

         We will not review on a continuing basis the Company's compliance with
the documents or assumptions set forth above, or the factual representations set
forth in the Officer's Certificate. Accordingly, no assurance can be given that
the actual results of the Company's operations for any given taxable year will
satisfy the requirements for qualification and taxation as a REIT.

         The foregoing opinions are based on current provisions of the Code and
the Regulations, published administrative interpretations thereof and published
court decisions and assume that none of these will change. No assurance,
however, can be given that the law will not change in a way that will prevent
the Company from qualifying as a REIT.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not acknowledge that we
are in the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the SEC. The foregoing opinions are limited to the U.S. federal
income tax matters addressed herein, and no other opinions are rendered with
respect to other federal tax matters or to any issues arising under the tax laws
of any other country, or any state or locality. We undertake no obligation to
update the opinions expressed herein after the date of this letter. This opinion
letter may not be distributed, or quoted in whole or in part, or otherwise
reproduced in any document, or filed with any governmental agency, in each case
without our express written consent.

                               Very truly yours,

                               /s/ Arnold & Porter

                               ARNOLD & PORTER