EXHIBIT 5

                   [SHUMAKER, LOOP & KENDRICK, LLP LETTERHEAD]


                               September 9, 2004


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.
                           7 5/8% Series F Cumulative Redeemable Preferred Stock
                           Our File No. 101756

Dear Mr. Chapman:

                  We have acted as counsel to Health Care REIT, Inc. (the
"Company") in connection with the issuance and sale of 7,000,000 shares of its
7 5/8% Series F Cumulative Redeemable Preferred Stock, par value $1.00 per share
(the "Shares"), pursuant to a prospectus supplement dated September 9, 2004
(the "Prospectus Supplement") to the prospectus dated August 4, 2003, as amended
(the "Prospectus"), included in the Company's registration statement on Form
S-3, as amended (File No. 333-107280), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

                  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 Prospectus
Supplement and the accompanying Prospectus, legally and validly issued and fully
paid and nonassessable.

                  The undersigned hereby consents to the filing of this opinion
as Exhibit 5 to the Company's Form 8-K to filed with the Securities and Exchange
Commission on September 10, 2004.

                         Very truly yours,

                         SHUMAKER, LOOP & KENDRICK, LLP

                         By:      /s/ Shumaker, Loop & Kendrick, LLP