EXHIBIT 5



                             June 25, 2004


Life Time Fitness, Inc.
6442 City West Parkway
Eden Prairie, MN 55344

Ladies and Gentlemen:

         In connection with the proposed registration under the Securities Act
of 1933, as amended, of up to 11,385,000 shares of common stock, par value $.02
per share (the "Shares"), of Life Time Fitness, Inc., a Minnesota corporation
(the "Company"), we have examined such corporate records and other documents,
including the Registration Statement on Form S-1 relating to the Shares (as such
Registration Statement may be amended from time to time, the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
for this opinion, and we advise you that in our opinion:

         1. The Company is a corporation duly organized and existing under the
laws of the State of Minnesota.


         2. When the Shares are issued and sold as contemplated in the
Registration Statement, with payment for such Shares received by the Company or
the selling shareholders named in the Registration Statement as contemplated in
the Registration Statement, the Shares will be legally and validly issued and
fully paid and nonassessable.


         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the reference to our firm wherever appearing therein.

                                        Very truly yours,

                                        FAEGRE & BENSON LLP


                                        By: /s/ KRIS SHARPE
                                            ----------------------------------
                                                Kris Sharpe