<PAGE> 1
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 36-3857664
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
MANUFACTURED HOME COMMUNITIES, INC.
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ELLEN KELLEHER
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
MANUFACTURED HOME COMMUNITIES, INC.
TWO NORTH RIVERSIDE PLAZA, SUITE 800
CHICAGO, ILLINOIS 60606
(Name and Address of Agent for Service)
(312) 474-1122
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,000,000 $22.0625 $22,062,500 $6,690
=====================================================================================================
</TABLE>
(1) The offering price is estimated solely for the purpose of determining the
registration fee and is based upon the average high and low prices
reported for the Common Stock on the New York Stock Exchange, Inc. on June
2, 1997, pursuant to Rule 457(h)(1).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement and shall be deemed to
be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997;
(c) Current Report on Form 8-K dated March 14, 1997, filed on
March 25, 1997 and Current Report on Form 8-K dated March 27,
1997, filed on April 3, 1997; and
(d) The decription of the Common Stock contained in the Company's
Registration Statement on Form 8-A/A filed on February 22, 1993.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to termination of the offering made
pursuant to this Registration Statement shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Sheli Z. Rosenberg, a principal of Rosenberg & Liebentritt, P.C., is a
director of the Registrant and owns 8,576 shares of Common Stock and an
economic interest in 11,530 units of limited partnership interest. Officers
and associates of Rosenberg & Liebentritt, P.C. beneficially own less than 1%
of the outstanding shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money
damages except for (i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter of the Registrant contains such a provision which limits such liability
to the maximum extent permitted by the MGCL.
The Charter of the Registrant authorizes the Registrant to obligate
itself to indemnify its present and former officers and directors and to pay or
reimburse expenses for such individuals in advance of the final disposition of
a proceeding to the maximum extent permitted from time to time by the laws of
Maryland. The Bylaws of the Registrant obligate the Registrant to indemnify
and advance expenses to present and former directors and officers to the
maximum extent permitted by Maryland law from time to time. The MGCL permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services, or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, a corporation may not
indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires the Registrant, as conditions to
advancing expenses in such an event, to obtain (i) a written affirmation by the
director or officer of his good faith
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<PAGE> 3
belief that he has met the standard of conduct necessary for indemnification
by the Registrant as authorized by the applicable Bylaws and (ii) a written
agreement by him or on his behalf to repay the amount paid or reimbursed by the
Registrant if it shall ultimately be determined that the standard of conduct
was not met. The Bylaws of the Registrant and each of its corporate
subsidiaries and the partnership agreements for each of its partnership
subsidiaries also permit the Registrant to provide indemnification and advance
of expenses to present or former directors or officers who served a predecessor
of the Registrant in such capacity, and to any employee or agent of the
Registrant or a predecessor of the Registrant. Finally, the MGCL requires a
corporation (unless its charter provides otherwise, which the Registrant's
Charter does not) to indemnify a director or officer who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he is
made a party by reason of his service in that capacity.
The partnership agreements of MHC Operating Limited Partnership, MHC
Management Limited Partnership, MHC-DAG Management Limited Partnership, MHC
Financing Limited Partnership, MHC-Bay Indies Financing Limited Partnership and
MHC-DeAnza Financing Limited Partnership (collectively "the Partnerships") also
provide for indemnification of the Registrant and its officers and directors to
the same extent indemnification is provided to officers and directors of the
Registrant in its Charter, and limits the liability of the Registrant and its
officers and directors to the Partnerships and their respective partners to the
same extent the liability of the officers and directors of the Registrant to
the Registrant and its stockholders is limited under the Registrant's Charter.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that subparagraphs (i) and (ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
II-2
<PAGE> 4
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such scurities
offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities offered being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
June 3, 1997.
MANUFACTURED HOME COMMUNITIES, INC.
By: /s/ David A. Helfand
----------------------------------------------------
David A. Helfand, President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints David A. Helfand or Thomas P.
Heneghan, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith or in connection with the registration of the Securities
under the Exchange Act, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
- ---- ----- ----
/s/ Samuel Zell Chairman of the Board of Directors June 3, 1997
- -------------------------
Samuel Zell
/s/ David A. Helfand President, Chief Executive Officer June 3, 1997
- ------------------------- and Director
David A. Helfand
/s/ Thomas P. Heneghan Executive Vice President and June 3, 1997
- ------------------------- Chief Financial Officer
Thomas P. Heneghan
/s/ Judy A. Pultorak Principal Accounting Officer June 3, 1997
- -------------------------
Judy A. Pultorak
/s/ Sheli Z. Rosenberg Director June 3, 1997
- -------------------------
Sheli Z. Rosenberg
/s/ Timothy H. Callahan Director June 3, 1997
- -------------------------
Timothy H. Callahan
/s/ Gary L. Waterman Director June 3, 1997
- -------------------------
Gary L. Waterman
/s/ Donald S. Chisholm Director June 3, 1997
- -------------------------
Donald S. Chisholm
/s/ Michael A. Torres Director June 3, 1997
- -------------------------
Michael A. Torres
/s/ Thomas E. Dobrowski Director June 3, 1997
- -------------------------
Thomas E. Dobrowski
/s/ Louis H. Masotti Director June 3, 1997
- -------------------------
Louis H. Masotti
/s/ John F. Podjasek, Jr. Director June 3, 1997
- -------------------------
John F. Podjasek, Jr.
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Exhibit Numbered
Number Description Page
- ------- ---------------------------------------------------- ------------
<S> <C> <C> <C>
4.1 * Articles of Incorporation. (Exhibit 3.1 to the
Registrant's Form S-11 Registration Statement No.
33-55994, dated February 24, 1993.)
4.2 * Articles of Amendment and Restatement of Manufactured
Home Communities, Inc. (Exhibit 3.2 to the
Registrant's Form S-11 Registration Statement No.
33-55994, dated February 24, 1993.)
4.3 * Bylaws of Manufactured Home Communities, Inc.
(Exhibit 3.3 to the Registrant's S-11 Registration
No. 33-55994, dated February 24, 1993.)
4.3 * Form of Manufactured Home Communities, Inc. 1997
Non-Qualified Employee Stock Purchase Plan (Exhibit A
to the Registrant's definitive Proxy Statement dated
March 28, 1997 relating to the Annual Meeting of
Stockholders held on May 13, 1997).
5 Opinion of Rosenberg & Liebentritt, P.C. dated
June 3, 1997
23.1 Consent of Ernst & Young LLP dated May 30, 1997
23.2 Consent of Coopers & Lybrand L.L.P. dated May 30, 1997
23.3 Consent of Rosenberg & Liebentritt, P.C. (included in
Exhibit 5)
24 Power of Attorney (filed as part of the signature
page to the Registration Statement)
</TABLE>
- ---------------------
* Exhibits are incorporated herein by reference from prior filings.
II-5
<PAGE> 1
Exhibit 5
[ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD]
June 3, 1997
Board of Directors
Manufactured Home Communities, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Re: Registration Statement on Form S-8
Dated June 3, 1997
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Manufactured Home Communities, Inc., a
Maryland corporation (the "Company"), in connection with the registration of
1,000,000 shares of common stock, $.01 par value per share, of the Company (the
"Shares") covered by a Registration Statement on Form S-8 (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "1933
Act"). The Shares are to be issued by the Company pursuant to the Company's
1997 Non-Qualified Employee Stock Purchase Plan (the "Plan"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Registration Statement. This opinion letter is furnished to you at your
request to enable the Company to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Commission, pursuant to the
1933 Act;
2. The charter of the Company, as amended, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
<PAGE> 2
Board of Directors
Manufactured Home Communities, Inc.
June 3, 1997
Page 2
4. Resolutions adopted by the Board of Directors of the Company (the
"Board") relating to the approval of the Plan, certified as of a recent date by
the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate evidencing a share of Common Stock,
certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the good standing
of the Company;
8. A certificate executed by the Secretary of the Company, dated June 3,
1997;
9. A copy of the Plan, certified as of a recent date by the Secretary of
the Company; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable principles.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. There are no oral or written modifications or amendments to the
Documents, by action or omission of the parties or otherwise.
<PAGE> 3
Board of Trustees
Manufactured Home Communities, Inc.
June 3, 1997
Page 3
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the transactions giving rise to the issuance of
this opinion.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
opinions set forth herein, we express no opinion with respect to any laws
relevant to this opinion other than the laws and regulations identified herein.
With respect to the opinions below that relate to the laws of the State of
Maryland, with your consent, we rely solely on the opinion of Ballard Spahr
Andrews & Ingersoll, a copy of which is attached hereto as Exhibit A.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized for issuance pursuant to the Plan
and, when and if issued and delivered against payment therefor in the manner
described in the Plan, the Registration Statement and the resolutions of the
Board of Directors of the Company authorizing their issuance (assuming that the
sum of (a) all shares of stock issued and outstanding as of the date hereof,
(b) any shares of stock issued between the date hereof and the dates on which
the Shares are actually issued, and (c) the Shares will not exceed the total
number of shares of stock that the Company is authorized to issue), the Shares
will be validly issued, fully paid and nonassessable.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for submission to
the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
<PAGE> 4
Board of Trustees
Manufactured Home Communities, Inc.
June 3, 1997
Page 4
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the 1933 Act.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
<PAGE> 5
EXHIBIT A
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
June 3, 1997
Manufactured Home Communities, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Re: Registration Statement on Form S-8
Dated June 3, 1997
----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Manufactured Home Communities, Inc.,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 1,000,000 shares of common
stock, $.01 par value per share, of the Company (the "Shares") covered by the
above-referenced Registration Statement (the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"). The Shares are
to be issued by the Company pursuant to the Company's 1997 Non-Qualified
Employee Stock Purchase Plan (the "Plan"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Registration
Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Commission, pursuant to the
1933 Act;
2. The charter of the Company, as amended, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
<PAGE> 6
Manufactured Home Communities, Inc.
June 3, 1997
Page 2
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company (the
"Board") relating to the approval of the Plan, certified as of a recent date by
the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate evidencing a share of Common Stock,
certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the good standing
of the Company;
8. A certificate executed by the Secretary of the Company, dated June 3,
1997;
9. A copy of the Plan, certified as of a recent date by the Secretary of
the Company; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable principles.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
<PAGE> 7
Manufactured Home Communities, Inc.
June 3, 1997
Page 3
Documents are true and complete. There are no oral or written modifications or
amendments to the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the transactions giving rise to the issuance of
this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized for issuance pursuant to the Plan
and, when and if issued and delivered against payment therefor in the manner
described in the Plan, the Registration Statement and the resolutions of the
Board of Directors of the Company authorizing their issuance (assuming that the
sum of (a) all shares of stock issued and outstanding as of the date hereof,
(b) any shares of stock issued between the date hereof and the dates on which
the Shares are actually issued, and (c) the Shares will not exceed the total
number of shares of stock that the Company is authorized to issue), the Shares
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and
we do not express any opinion herein concerning any other law. The opinion
expressed herein is subject to the effect of judicial decisions which may
permit the introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to compliance with the
securities (or "blue sky") laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for submission to
the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit
<PAGE> 8
Manufactured Home Communities, Inc.
June 3, 1997
Page 4
that we are within the category of persons whose consent is required by Section
7 of the 1933 Act.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 1
EXHIBIT 23.1
MANUFACTURED HOME COMMUNITIES, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Manufactured Home Communities, Inc. 1997
Non-Qualified Employee Stock Purchase Plan, of our report dated January 27,
1997, except for Note 15, as to which the date is February 11, 1997, with
respect to the consolidated financial statements and schedules of Manufactured
Home Communities, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 30, 1997
<PAGE> 1
EXHIBIT 23.2
MANUFACTURED HOME COMMUNITIES, INC.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Manufactured Home Communities, Inc. on Form S-8 of our report dated February
16, 1996, on our audits of the consolidated financial statements and financial
statement schedules of Manufactured Home Communities, Inc. as of December 31,
1995, and for each of the years ended December 31, 1995 and 1994, which report
is included in the 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 30, 1997
