1
                                                                      Exhibit 5


                       B A S S, B E R R Y & S I M S P L C
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW

2700 FIRST AMERICAN CENTER                       1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700                  POST OFFICE BOX 1509
TELEPHONE (615) 742-6200                         KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293                        TELEPHONE (423) 521-6200
                                                 TELECOPIER (423) 521-6234

                                  May 16, 1997

American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027

         Re:      REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-23197)

Ladies and Gentlemen:

         We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-1 (the "Registration Statement") filed by you
with the Securities and Exchange Commission on March 12, 1997, covering
3,593,750 shares of $0.01 par value common stock (the "Common Stock") of
American Retirement Corporation (the "Company") to be sold by the Company to
the underwriters represented by NatWest Securities Limited, Equitable
Securities  Corporation, and McDonald & Company Securities, Inc. (the
"Underwriters") for public distribution pursuant to the Underwriting Agreement
between the Company and the Underwriters filed as an exhibit to the
Registration Statement. Such 3,593,750 shares of Common Stock include 468,750
shares that may be purchased by the Underwriters pursuant to the exercise of an
option to cover over-allotments.

         In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.

         Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Company, when issued and delivered in the manner and on the terms described
in the Registration Statement, will be validly issued, fully paid, and 
nonassessable.

         We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.

                                           Very truly yours,



                                           /s/ Bass, Berry & Sims PLC