EXHIBIT 5

                   [SHUMAKER, LOOP & KENDRICK, LLP LETTERHEAD]


                                December 2, 2003

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

                   Re:     HEALTH CARE REIT, INC.
                           Registration Statement on Form S-3
                           SEC File No. 333-
                           Our File No. 75449

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 811,385 shares of the Company's common stock, $1.00 par value per share
(hereinafter referred to as the "Shares"), for resale by the selling
stockholders identified in the Registration Statement.

                  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 or appropriate to render the opinion. In
our examination, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such copies, the genuineness of all signatures, and the due authority of the
parties (other than the Company) executing any such documents.

                  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,

                                           /s/ SHUMAKER, LOOP & KENDRICK, LLP

                                           SHUMAKER, LOOP & KENDRICK, LLP