[LETTERHEAD FOR KIMBALL, PARR, WADDOUPS, BROWN & GEE]

                  KIMBALL, PARR, WADDOUPS, BROWN & GEE
                      A PROFESSIONAL CORPORATION
                            SUITE 1300
                       185 SOUTH STATE STREET
                       POST OFFICE BOX 11019
                  SALT LAKE CITY, UTAH 84147-0019
                     TELEPHONE (801) 532-7840
                     FACSIMILE (801) 532-7750
 
                        June 23, 1997


MMR Investment Bankers
550 North 159th Street East
P.O. Box 781440
Wichita, Kansas 67278-1440

             Re: $2,500,000.00 First Mortgage Bond Issue; Front Range 
                 Assisted Living, L.L.C.

Ladies and Gentlemen:
     We have acted as Utah counsel for Front Range Assisted Living, L.L.C., 
a limited liability company organized under the laws of the State of Kansas 
(the "Borrower").

     As local counsel for the Borrower, we have examined:
     1.   The Articles of Organization of Borrower.

     2.   The Amended and Restated Operating Agreement of Borrower dated 
December 24, 1996.

     3.   The Application for Foreign Limited Liability Company Certificate 
of Registration of Front Range Assisted Living, L.L.C. filed June 11, 1997.

     4.   The Real Estate Deed of Trust dated June 20, 1997 executed by    
Borrower, as grantor, in favor of Southern Utah Title Company, as           
trustee for the benefit of Emprise Bank, N.A. and Colonial Trust           
Company, Trustee, as lender.

     We have examined originals or copies, certified or otherwise identified to 
our satisfaction, of all certificates of public officials and other 
documents which we have deemed necessary as a basis for the opinions 
hereinafter expressed.  In rendering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted 
to us as originals and the due execution of the Deed of Trust.  We have also 
assumed that Borrower is duly organized, validly existing and in good standing 
as a limited liability company under the laws of the State of 
Kansas.  Based on the



KIMBALL, PARR, WADDOUPS, BROWN & GEE

MMR Investment Bankers
May 29, 1997
Page 2


foregoing, and subject to the qualifications and representations set forth
in this letter, we express the following opinions with respect to the
Borrower and the Deed of Trust:

      1.   The Borrower is duly and properly registered and in good standing as 
a foreign limited liability company under the laws of the State of Utah.

      2.   When recorded with the Official Records of the County Recorder of
Washington County, Utah, the Deed of Trust will create a lien on the real
property described therein.

      The opinions set forth herein are predicated upon, limited by and subject 
to, the following assumptions, qualifications, limitations and exceptions:

      A.   This opinion is subject to (i) bankruptcy, insolvency, 
reorganization, moratorium, or other state or federal laws affecting 
creditors' rights, now or hereafter in effect, (ii) general principles
of equity now or hereafter in effect (regardless of whether such 
enforceability is considered in a proceeding in equity or at law) including, 
without limitation, materiality, reasonableness, good faith and fair dealing and
the possible unavailability of specific performance or injunctive 
relief, (iii) U.C.A. Section 78-37-1 which provides that there shall be one 
action for the recovery of any debt or the enforcement of any right secured 
solely by a mortgage upon real estate, (iv) U.C.A. Section 7OA-9-318(4) of 
the UCC which limits the effectiveness of agreements purporting to limit the 
assignability of a debtor's personal property or a debtor's ability to grant a 
security interest in personal property, and (v) Rule 69(f) of the Utah 
Rules of Civil Procedure which provides for rights of redemption with 
respect to property sold at a sheriffs sale.

    B.   We do not express any opinion as to (i) the accuracy of the legal
description contained in the Deed of Trust, (ii) title to the real property
described in the Deed of Trust (the "Property"), (iii) the existence of any
liens, charges, restrictions, easements or encumbrances on the Property, or
(iv) the priority of any liens or security interests purported to be created
pursuant to the Deed of Trust.

    C.   We have assumed that (i) Borrower has a mortgageable interest in 
the Property; and (ii) the description of the Property is legally sufficient to 
allow a third party to identify the Property.  We give no opinion as to 
the existence of the value, interest or rights described in the preceding 
sentence or the adequacy of the description referred to therein.

    D.   The opinions expressed in this letter are solely for the use of the
persons to whom this letter is expressly addressed and their counsel and 
these opinions may not be relied on by any other persons without our prior 
written approval.  The opinions expressed in this letter speak only as of 
the date of this letter, are limited to the matters set forth in this 
letter, and no other opinions should be inferred beyond the matters 
expressly stated.  We bring to your attention the fact that our legal 
opinions are an expression of professional judgment and are not a guarantee 
of a result.



KIMBALL, PARR, WADDOUPS, BROWN & GEE

MMR Investment Bankers
May 29, 1997
Page 3


Additionally, we do not undertake to advise you of matters which may come
to our attention subsequent to the date hereof which may affect our legal
opinions expressed herein.

     F.   With certain exceptions, we are qualified to practice law only in
the State of Utah.  Other than as set forth above, we express no opinion
herein concerning any law other than the laws of the State of Utah and the
federal laws of the United States.

                     Very truly yours,

                     KIMBALL, PARR, WADDOUPS, BROWN & GEE
                     /S/Kimball, Parr, Waddoups, Brown & Gee