EX-5.1 3 g92833exv5w1.txt EX-5.1 OPINION OF BASS, BERRY & SIMS PLC . . . BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW KNOXVILLE OFFICE DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001 NASHVILLE, TN 37238-3001 (615) 742-6200 MEMPHIS OFFICE (615) 742-6200 THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 WWW.BASSBERRY.COM 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322 (901) 543-5900 (615) 255-6161
January 20, 2005 American Retirement Corporation 111 Westwood Place, Suite 200 Brentwood, Tennessee 37027 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as your counsel in connection with the offer and sale by American Retirement Corporation (the "Company") of up to 5,175,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to the Company's registration statement on Form S-3 (File No. 333-116410) (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") and supplemented by the Prospectus Supplement dated January 20, 2005 (the "Prospectus Supplement"). The Registration Statement was declared effective by the Commission on June 29, 2004. In connection with this opinion we have examined and relied upon such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be sold by the Company, when issued and delivered in the manner and on the terms described in the Registration Statement, as supplemented by the Prospectus Supplement, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company, the incorporation by reference of this opinion in the Registration Statement and the reference to our law firm under the caption "Legal Matters" in the Prospectus Supplement. Very truly yours, /s/ Bass, Berry & Sims PLC