EXHIBIT 5






                             September 17, 1996





Board of Directors
Regent Assisted Living, Inc.
2260 US Bancorp Tower
111 SW Fifth Avenue
Portland, Oregon  97204

     We have acted as counsel for Regent Assisted Living, Inc. (the
"Company") in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering 400,000 shares of common stock (the "Shares") of the
Company issuable in connection with the Company's 1995 Stock Incentive Plan
(the "Plan"). We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records and other instruments we deemed necessary for the purposes of this
opinion.

     Based on the foregoing, it is our opinion that:

     1.  The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and

     2.  The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,



                                       STOEL RIVES LLP