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                                                                     EXHIBIT 5.1

[LATHAM & WATKINS LETTERHEAD]

                                January 14, 1997







ARV Assisted Living, Inc.
245 Fischer Avenue
Suite D-1
Costa Mesa, California 92626

            Re:   Registration on Form S-3 of $57,500,000 Convertible
                  Subordinated Notes Due 2006 and Shares of Common Stock
                  Issuable upon Conversion Thereof

Ladies and Gentlemen:

            In connection with the registration of $57,500,000 aggregate
principal amount of Convertible Subordinated Notes due 2006 (the "Convertible
Notes") of ARV Assisted Living, Inc. (the "Company") and of that certain number
of shares of common stock of the Company, no par value, as may be issuable upon
conversion of the Convertible Notes (the "Shares") as provided in the Indenture
between the Company and The Chase Manhattan Bank, N.A., as Trustee, dated April
3, 1996 (the "Indenture"), under the Securities Act of 1933, as amended (the
"Act"), pursuant to a Registration Statement on Form S-3 (Registration No.
333-16269) filed with the Securities and Exchange Commission (the "Commission")
on November 15, 1996, as amended (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.

            In our capacity as your counsel in connection with such
registration, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.







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ARV Assisted Living, Inc.
January 14, 1997
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            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.

            We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of California, and with respect to the
opinions expressed in paragraph 1 (with respect to enforceability) the internal
laws of the State of New York. We express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws or as to any
matters of municipal law or the laws of any other local agencies within any
state.

            Subject to the foregoing and the other matters set forth herein, it
is our opinion that:

            1. The Convertible Notes have been duly authorized and legally
issued, are fully paid and nonassessable, and are binding obligations of the
Company subject to the following exceptions, limitations and qualifications: (a)
the effect of bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting the rights and
remedies of creditors; (b) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought; (c)
the unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability, where such indemnification or contribution is contrary
to public policy; and (d) we express no opinion concerning the enforceability of
the waiver of rights or defenses contained in Section 4.04 of the Indenture.

            2. The Shares have been duly authorized and reserved for issuance
upon conversion of the Convertible Notes and, when issued upon conversion of the
Convertible Notes in accordance with the terms of the Indenture, will be legally
issued, fully paid and nonassessable.

      To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes a
legal, valid and binding obligation of the Trustee enforceable against the
Trustee in accordance with its terms; the Trustee is in compliance, generally
and with respect to acting as trustee under the Indenture, with all applicable
laws and regulations; and that the






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ARV Assisted Living, Inc.
January 14, 1997
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Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

            We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."

                                Very truly yours,

                                /s/ LATHAM & WATKINS