EXHIBIT 5
Opinion of Shaw Pittman as to the legality
of the securities being registered by CNL Retirement
Properties, Inc.
<PAGE>
SHAW PITTMAN
A Law Partnership Including Professional Corporations
2300 N Street, N.W.
Washington, DC 20037
August 31, 2000
CNL Retirement Properties, Inc.
450 South Orange Avenue
Orlando, FL 32801
Ladies and Gentlemen:
We have acted as counsel for CNL Retirement Properties, Inc., a
Maryland corporation, formerly known as CNL Health Care Properties, Inc. (the
"Company"), in connection with the registration and proposed sale of up to
15,500,000 shares of common stock of the Company, par value $.01 per share, and
having a per share purchase price of $10.00 (the "Shares"), pursuant to the
Registration Statement on Form S-11 (File No. 333-37480) which was filed by the
Company under the Securities Act of 1933 (the "Registration Statement").
Based upon an examination and review of, and in reliance upon, such
documents as we have deemed necessary, relevant or appropriate, we are of the
opinion that upon issuance and delivery as provided in the Registration
Statement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Shaw Pittman
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SHAW PITTMAN
