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                                                             EXHIBIT 5


                                  November 30, 1994
                                  12742-362

Meditrust
197 First Avenue
Needham, MA 02194

Gentlemen:

        Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement"), which Meditrust, a Massachusetts business trust (the
"Company"), has filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to any
combination of the Company's shares of beneficial interest, without par value
(the "Shares"), debt securities (the "Debt Securities") to be issued under an
Indenture (together with any supplement thereto, the "Indenture") between the
Company and a national bank as trustee (the "Trustee"), warrants to purchase
Shares and warrants to purchase Debt Securities (collectively, the "Warrants"),
valued in the aggregate at a maximum of $300,000,000, to be offered on a
continuous or delayed basis pursuant to the provisions of Rule 415 under the
Securities Act, and an indeterminate number of Shares as may be issued upon any
conversion of the Debt Securities and/or exercise of the warrants to purchase
Shares (the "Conversion Shares").

        We have acted as counsel for the Company in connection with the
Registration Statement and are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization, registration,
sale and issuance of the Shares, the Debt Securities and the Warrants.  We have
examined the Restated Declaration of Trust and By-laws of the Company and all
amendments thereto, and certificates of public officials and such other
documents, records and materials as we have deemed necessary in connection with
this opinion letter.  Based upon the foregoing, and in reliance upon information
from time to time furnished to us by the Company's officers, trustees and
agents, we are of the opinion that:

        1.    Upon the due authorization, execution and delivery of the Debt
Securities by the Company in the manner referred to in the Registration
Statement and assuming authentication of the Debt Securities by the Trustee and
due qualification of the Indenture


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Meditrust
November 30, 1994
Page 2

under the Trust Indenture Act of 1939, as amended, and subject to the terms of
the Debt Securities being otherwise in compliance with then applicable law, the
Debt Securities will be duly issued and delivered by the Company and will
constitute the valid and legally binding obligations of the Company,
enforceable in accordance with their terms, except as such enforceability may
be subject to or limited by bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting creditors' rights or by
general equitable principles.

        2.    The Shares, when issued in compliance with the terms described in
the Registration Statement, and the Conversion Shares, when issued from time to
time upon conversion of the Debt Securities and/or exercise of the Warrants to
purchase Shares and in compliance with the terms described in the Indenture
concerning conversion of Debt Securities, will be duly and validly issued, fully
paid and non-assessable.

        3.    The Warrants, when issued in compliance with the terms described
in the Registration Statement, will be duly issued and legally binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting
creditors' rights or by general equitable principles.

        We understand that this opinion letter is to be used in connection with
the Registration Statement, as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters."  It is understood that this opinion letter is to be used in
connection with the offer and sale of the Shares, the Debt Securities and/or the
Warrants only while said Registration Statement is effective as so amended and
as it may be amended from time to time as contemplated by Section 10(a)(3) of
the Securities Act.

                                        Very truly yours,



                                        /s/Nutter, McClennen & Fish