EXHIBIT 5

                                December 1, 2004

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

           Re:       Registration Statement on Form S-8 for the Health
                     Care REIT, Inc. Stock Plan for Non-Employee Directors

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-8 with the Securities and Exchange Commission pursuant to the requirements of
the Securities Act of 1933, as amended, for the registration of an aggregate of
344,000 shares of common stock of the Company, par value $1.00 per share (the
"Shares"), issuable to eligible directors of the Company upon the exercise of
stock options or as restricted stock awards granted under the Company's Stock
Plan for Non-Employee Directors (the "Plan").

      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 the opinion herein set forth.

      Based upon the foregoing, it is our opinion that the Shares issued and
sold to eligible directors pursuant to valid exercises of stock options granted
under the Plan, as well as the Shares issued as restricted stock awards in a
manner consistent with the terms of the Plan, will be legally and validly
issued, 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