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October 13, 1995



Special Committee of the Board of Directors
Forum Retirement, Inc.
8900 Keystone Crossing
Suite 200
P.O. Box 40498
Indianapolis, IN 46240

 Attn :  Mr. John Sexton
         Mr. James Leslie

Gentlemen:

Forum Group, Inc. (the "Purchaser") has offered to purchase any and all of the
outstanding preferred depositary units (the "Units") representing preferred
limited partners' interests in Forum Retirement Partners, L.P. (the
"Partnership"), at a price of $2.83 per Unit net to the seller in cash (the
"Offer").  The Offer commenced on October 2, 1995 and is expected to be amended
no later than October 16, 1995 to reflect the foregoing  price per Unit.

You have asked us whether, in our opinion, the proposed cash consideration to
be received by the  holders of Units, other than the Purchaser and its
affiliates, (the  "Unaffiliated  Limited Partners") is fair to such
Unaffiliated Limited Partners, from a financial point of view.

In arriving at our opinion, we have reviewed the Offer to Purchase and
financial and other information that was publicly available or furnished to us
by Forum Retirement, Inc. (the "General Partner"),  or  its affiliates and
representatives, including certain financial projections for the Partnership
and information provided by the General Partner or its affiliates in
discussions therewith concerning the Partnership's business, operations and
future prospects.  In addition, we have compared certain financial and
securities data of the Partnership with various other entities in similar
businesses whose securities are traded in public markets, reviewed other cash
tender offer transactions and conducted such other financial studies, analyses
and investigations as we deemed appropriate for purposes of this opinion.

In rendering the opinion set forth below, we have assumed and relied upon,
without independent verification:  the accuracy and completeness of the
financial and other information obtained by us from public sources and that was
provided to us by the General Partner or its affiliates and representatives.
With respect to the financial  projections supplied to us, we have assumed they


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Forum Retirement, Inc.
October 13, 1995
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have been reasonably prepared on the basis of the best currently available
estimates and judgments of the General Partner or its affiliates, and with
reasonable assumptions as to the future operating and financial performance of
the Partnership.  We have neither made nor obtained any independent appraisal
of the assets or liabilities of the Partnership nor have we conducted any
physical inspection of the properties and facilities of the Partnership.

Our opinion is necessarily based on the status and condition of the Partnership
and economic, market, financial and other conditions as they exist on, and on
the information made available to us as of, the date of this letter.  It should
be understood that, although subsequent developments may affect this opinion,
we do not have any obligation to update or revise this opinion. This opinion 
is being delivered pursuant to the terms and conditions agreed to in the 
engagement agreement between the General Partner and ROBERT A. INNAMORATI & 
CO., INC.

Based on the foregoing and such other factors as we deem relevant, we are of
the opinion that the proposed cash consideration to be received by the
Unaffiliated  Limited Partners pursuant to the  Offer  is fair to such
Unaffiliated  Limited Partners, from a financial point of view.

Very truly yours,

ROBERT A. INNAMORATI &  CO., INC.

By:   /s/  Robert A. Innamorati
      ____________________________________
           Robert A. Innamorati
           President