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EXHIBIT 5.1
[Mayer, Brown & Platt Letterhead]
MAIN TELEPHONE
312-782-0600
MAIN FAX
312-701-7711
November 8, 2000
The Board of Trustees
Archstone Communities Trust
7670 South Chester Street
Englewood, Colorado 80112
Re: Archstone Communities Trust Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to Archstone Communities Trust, a Maryland
real estate investment trust ("Archstone"), in connection with the registration
of up to 35,471,214 common shares of beneficial interest, par value $1.00 per
share, of Archstone (the "Common Shares"), as described in the Registration
Statement filed on the date hereof on Form S-3 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (together with all
amendments thereto, the "Registration Statement").
As special counsel to Archstone, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of Archstone's
declaration of trust and bylaws, the resolutions of Archstone's Board of
Trustees and such of Archstone's records, certificates and other documents and
such questions of law as we considered necessary or appropriate for the purpose
of this opinion. As to certain facts material to our opinion, we have relied, to
the extent we deem such reliance proper, upon certificates of public officials
and officers of Archstone. In rendering this opinion, 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.
Based upon and subject to the foregoing and to the assumptions, conditions
and limitations set forth herein, we are of the opinion that the Common Shares
have been duly authorized and, when the Common Shares are issued and sold in the
manner described in the Registration Statement, will be legally issued, fully
paid and, except as described below, nonassessable.
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Board of Trustees
Archstone Communities Trust
November 8, 2000
Page 2
Our opinion relating to the nonassessability of the Common Shares does not
pertain to the potential liability of shareholders of Archstone for debts and
liabilities of Archstone. Section 5-419(a) of the Maryland Courts and Judicial
Proceedings Code provides that "a shareholder . . . of a real estate investment
[trust] . . . is not personally liable for the obligations of the real estate
investment trust." Archstone's declaration of trust provides that no
shareholder shall be personally or individually liable in any manner whatsoever
for any debt, act, omission or obligation incurred by Archstone or Archstone's
Board of Trustees. Archstone's declaration of trust further provides that
Archstone shall indemnify and hold harmless shareholders against all claims and
liabilities and related reasonable expenses to which they become subject by
virtue of their status as current or former shareholders. In addition, we have
been advised that Archstone, as a matter of practice, inserts a clause in its
business, management and other contracts that provides that shareholders shall
not be personally liable thereunder. Accordingly, no personal liability should
attach to Archstone's shareholders for contract claims under any contract
containing such a clause where adequate notice is given. However, with respect
to tort claims, contract claims where shareholder liability is not so negated,
claims for taxes and certain statutory liability, the shareholders may, in some
jurisdictions, including Colorado, the state in which Archstone's principal
executive office is located, be personally liable for such claims and
liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
The opinions contained herein are limited to Federal laws of the United
States, the laws of the State of Illinois and the laws of the State of Maryland
governing real estate investment trusts. We are not purporting to opine on any
matter to the extent that it involves the laws of any other jurisdiction.
These opinions are furnished to you solely for your benefit in connection
with the transactions described herein and are not to be used for any other
purpose without our prior written consent.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
