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EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
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KNOXVILLE OFFICE: MEMPHIS OFFICE:
1700 RIVERVIEW TOWER 315 DEADERICK STREET, SUITE 2700 THE TOWER AT PEABODY PLACE
900 South Gay Street NASHVILLE, TENNESSEE 37238-0002 100 PEABODY PLACE, SUITE 950
KNOXVILLE, TN 37902 (615) 742-6200 MEMPHIS, TN 38103-2625
(423) 521-6200 www.bassberry.com (901) 543-5900
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June 26, 2000
American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
401(k) Retirement Plan (the "Plan"), filed by you with the Securities and
Exchange Commission covering 500,000 shares of the Company's common stock (the
"Common Stock"), together with an indeterminable amount of interests
("Interests") in the Plan. In so acting, we have examined and relied upon such
records, documents, 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 us as originals, and the conformity to the original documents of
all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that (i) the Common
Stock, when issued, will be duly and validly issued, fully paid, and
nonassessable and (ii) the Interests, to the extent such Interests vest to the
benefit of the participants in the Plan, will have been duly and validly
authorized and will be valid Interests.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
