BASS, BERRY & SIMS PLC
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW
        KNOXVILLE OFFICE                                DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700                        AMSOUTH CENTER
      KNOXVILLE, TN 37902                       315 DEADERICK STREET, SUITE 2700
         (865) 521-6200                             NASHVILLE, TN 37238-3001
                                                        (615) 742-6200

                                    Reply To:
                                 AMSOUTH CENTER
                        315 DEADERICK STREET, SUITE 2700
                            NASHVILLE, TN 37238-3001
                                 (615) 742-6200

                                www.bassberry.com
       MEMPHIS OFFICE
 THE TOWER AT PEABODY PLACE                              MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950                         29 MUSIC SQUARE EAST
   MEMPHIS, TN 38103-2625                              NASHVILLE, TN 37203-4322
       (901) 543-5900                                    (615) 255-6161


                                  March 1, 2006


American Retirement Corporation
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We  have  acted  as  your  counsel  in the  preparation  of a  Registration
Statement on Form S-8 (the  "Registration  Statement")  relating to the American
Retirement Corporation 1997 Stock Incentive Plan, as amended (the "Plan"), to be
filed by you with the Securities  and Exchange  Commission,  covering  2,354,975
additional  shares (the  "Shares")  of common  stock,  par value $.01 per share,
issuable pursuant to the Plan.

     In so acting, we have examined and relied upon such records, documents, and
other  instruments  as in our judgment are necessary or  appropriate in order to
express the opinion  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 the original documents of all documents submitted to us as
certified or photostatic copies.

     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued  pursuant to and in  accordance  with the Plan,  will be duly and validly
issued, fully paid, and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                             Very truly yours,


                                             /s/  Bass, Berry & Sims PLC