Exhibit 5

				1000 Jackson Street                  419.241.9000         Toledo, Ohio 43604-5573       419.241.6894 fax
				www.slk-law.com

November 30, 2012

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

2.250% Notes due 2018

3.750% Notes due 2023

5.125% Notes due 2043

Ladies and Gentlemen:

We have acted as counsel to Health Care REIT, Inc., a Delaware corporation (the “Company”), in connection with the offering, issuance and sale of (i) $450,000,000 aggregate principal amount of the Company’s 2.250% Notes due 2018 (the “2018 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 3.750% Notes due 2023 (the “2023 Notes”) and (iii) $250,000,000 aggregate principal amount of the Company’s 5.125% Notes due 2043 (the “2043 Notes” and, collectively with the 2018 Notes and 2023 Notes, the “Notes”) pursuant to the prospectus supplement dated November 27, 2012 (the “Prospectus Supplement”) to the prospectus dated May 4, 2012 (the “Prospectus”), included in the Company’s registration statement on Form S-3 (File No. 333-181185) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).

In connection with the following opinions, we have examined and have relied upon copies of: (i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Fourth Amended and Restated By-Laws of the Company (the “By-Laws”), (iii) the Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), (iv) the Supplemental Indenture No. 7, to be dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Supplemental Indenture”), (v) the Registration Statement and the Prospectus included therein, (vi) the Prospectus Supplement, (vii) the resolutions regarding the offering of the Notes adopted by the Board of Directors of the Company on May 3, 2012 and the Pricing Committee of the Board of Directors of the Company on November 27, 2012, (viii) the Underwriting Agreement between the Company and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the underwriters, dated November 27, 2012, for the offering and sale of the Notes (the “Underwriting Agreement”), (ix) the forms of global notes evidencing the

November 30, 2012

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Notes (the “Global Notes”), and (x) such other documents, records, certificates, statements, and instruments as we have deemed necessary and appropriate to render the opinions herein set forth.

In reaching the opinions set forth below, we have assumed the following:

As to questions of fact material to our opinion, we have relied without independent investigation on (i) written representations of each party made in the Underwriting Agreement, the Indenture and the Supplemental Indenture and the other documents and certificates delivered in connection therewith, (ii) certificates and records of public officials, and (iii) certificates and written representations of officers and directors of the Company.

Based upon the foregoing, it is our opinion that, as of the date hereof, the Notes will be, when issued and sold in the manner set forth in the Prospectus Supplement and the accompanying Prospectus, valid and legally issued and binding obligations of the Company.

The opinions set forth herein are subject to the following additional qualifications, assumptions and exceptions: (i) the enforceability of the Notes may be limited by the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium and other similar laws relating to or affecting the rights and remedies of creditors, and (ii) the enforceability of the Notes may be limited by the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief).

The opinions set forth herein are limited to the matters and the transaction expressly addressed herein and no opinion is to be implied or may be inferred beyond the opinions expressly stated herein.

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We express no opinion as to the enforceability of any provisions contained in the Indenture, the Supplemental Indenture or the Global Notes that constitute waivers that are prohibited by law prior to default.

We assume no obligation to update or supplement this opinion to reflect a change in any applicable laws after the date hereof or any fact or circumstance that may come to our attention after the date hereof.

The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Company’s Form 8-K to be filed with the Commission on November 30, 2012. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.