<PAGE> 1
EXHIBIT 5
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
June 1, 2000
Board of Directors
Sunrise Assisted Living, Inc.
7902 Westpark Drive
McLean, VA 22102
Ladies and Gentlemen:
We are acting as counsel to Sunrise Assisted Living, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to the proposed offering of 500,000 additional shares of the
Company's common stock, par value $.01 per share (the "Additional Shares")
issuable in connection with the Company's 1996 Non-Incentive Stock Option Plan,
as Amended February 25, 2000 (the "Amended 1996 Option Plan"). This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section
229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation of the Company, as
certified by the Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Assistant Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Company adopted on
February 25, 2000 and May 19, 2000, as certified by the Assistant
Secretary of the Company on the date hereof as then being
complete, accurate and in effect, among other things, approving
and adopting the Amended 1996 Option Plan and approving the filing
of the Registration Statement.
<PAGE> 2
Board of Directors
Sunrise Assisted Living, Inc.
June 1, 2000
Page 2
5. The Amended 1996 Option Plan, as certified by the Assistant
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, the
authenticity of all original documents and the conformity to authentic original
documents of all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made, in the context
of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances. As used herein, the term
"Delaware General Corporation Law, as amended" includes the statutory provisions
contained therein, all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, following issuance of the Additional Shares pursuant to the terms
of the Amended 1996 Option Plan, the Additional Shares will be validly issued,
fully paid and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
