Exhibit 5 


                        GREENEBAUM DOLL & MCDONALD PLLC
                           3300 National City Tower
                            101 South Fifth Street
                        Louisville, Kentucky 40202-3197
                                 502/589-4200
                               Fax  502/587-3695

                                January 9, 1998


Atria Communities, Inc.
515 West Market Street
Louisville, KY 40202

Ladies and Gentlemen:

     We have acted as legal counsel to Atria Communities, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to resales of up to $143,750,000
aggregate principal amount of the Company's 5.0% Convertible Subordinated Notes
due 2002 (the "Notes") and the shares of Common Stock, par value $0.10 per share
(the "Common Stock"), of the Company issuable upon conversion of the Notes
pursuant to the terms of the Notes and the Indenture dated as of October 16,
1997 (the "Indenture") between the Company and PNC Bank, Kentucky, Inc., as
Trustee. The Notes and the Common Stock issuable upon conversion of the Notes
are to be offered for resale by certain securityholders of the Company.

     We have examined and are familiar with the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, the Indenture and
the various corporate records and proceedings relating to the organization of
the Company and the issuance of the Notes and Common Stock issuable upon
conversion of the Notes. We have also examined such other documents and
proceedings as we have considered necessary for the purpose of this opinion.

     Based on the foregoing, we are of the opinion that:

     1. The Notes are validly authorized, legally issued, fully paid and
nonassessable and constitute the legal, valid and binding obligations of the
Company in accordance with their terms and entitled to the benefits of the
Indenture except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the rights and
remedies of creditors generally from time to time in effect and the application
of general equitable principles.

     2. The Common Stock issuable upon conversion of the Notes, when issued in
accordance with the terms of the Notes and the Indenture, will be validly
issued, fully paid and non-assessable.


 


January 9, 1998
Page 2


     We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Notes and Common
Stock issuable upon conversion of the Notes. We further consent to the reference
to this firm under the heading "Legal Matters" in the Prospectus which is part
of the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.

                                           Very truly yours,



                                           Greenebaum Doll & McDonald PLLC