Exhibit 5



                                                                  (614) 464-6400

                                November 27, 1996


Board of Directors
Karrington Health, Inc.
919 Old Henderson Road
Columbus, Ohio  43220


Gentlemen:

            We are familiar with the proceedings  taken and proposed to be taken
by Karrington Health,  Inc., an Ohio corporation (the "Company"),  in connection
with the  institution of the Karrington  Health,  Inc. 1996 Incentive Stock Plan
(the "1996 Plan"),  the granting of options to purchase  common shares,  without
par value (the "Common  Shares"),  of the Company pursuant to the 1996 Plan, the
issuance  and sale of Common  Shares of the  Company  upon  exercise  of options
granted  and to be granted  under the 1996 Plan,  the  granting  of  "Restricted
Stock,"  "Unrestricted  Stock"  and  "Performance  Awards"  (as those  terms are
defined in the 1996 Plan) under the 1996 Plan, and the offering of Common Shares
under the "Stock  Purchase  Plan" portion of the 1996 Plan,  all as described in
the  Registration  Statement on Form S-8 (the  "Registration  Statement")  to be
filed with the  Securities  and Exchange  Commission  on November 27, 1996.  The
purpose of the  Registration  Statement  is to register  550,000  Common  Shares
reserved  for issuance  under the 1996 Plan  pursuant to the  provisions  of the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder.

            In  connection  with this  opinion,  we have examined an original or
copy of, and have relied upon the accuracy of, without independent  verification
or  investigation:  (a) the Registration  Statement;  (b) the 1996 Plan; (c) the
Company's  Amended  Articles;  (d) the Company's  Code of  Regulations;  and (e)
certain  proceedings of the directors and of the shareholders of the Company. We
have also relied upon such  representations  of the Company and  officers of the
Company and such  authorities  of law as we have deemed  relevant as a basis for
this opinion.






            We have relied solely upon the  examinations  and inquiries  recited
herein,  and we have not undertaken any independent  investigation  to determine
the  existence or absence of any facts,  and no  inference  as to our  knowledge
concerning such facts should be drawn.

            Based  upon  and   subject  to  the   foregoing   and  the   further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 550,000 Common Shares of the Company to be registered
under the  Registration  Statement have been issued and delivered by the Company
upon the exercise of options under the 1996 Plan against payment of the purchase
price  therefor,  upon  settlement of Performance  Awards granted under the 1996
Plan, upon grant of Restricted Stock under the 1996 Plan and upon payment of the
purchase  price of Common Shares  offered under the Stock Purchase Plan, in each
case in accordance  with the terms of the 1996 Plan,  said Common Shares will be
validly  issued,  fully  paid  and  non-assessable,   assuming  compliance  with
applicable federal and state securities laws.

            Our  opinion is limited to the  General  Corporation  Law of Ohio in
effect as of the date  hereof.  This  opinion is  furnished by us solely for the
benefit of the Company in  connection  with the  offering  of the Common  Shares
pursuant to the 1996 Plan and the filing of the  Registration  Statement and any
amendments  thereto.  This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.

            Notwithstanding  the  foregoing,  we  consent  to the filing of this
opinion as an exhibit to the  Registration  Statement and to the reference to us
therein.

                                Very truly yours,


                                VORYS, SATER, SEYMOUR AND PEASE


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