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EXHIBIT 8.1
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
August 2, 2000
Post Properties, Inc.
Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Ladies and Gentlemen:
We have acted as counsel for Post Properties, Inc., a Georgia
corporation (the "Company"), and Post Apartment Homes, L.P., a Georgia limited
partnership (the "Operating Partnership"), in connection with the preparation of
a Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the offering from time to time, as set forth in the
prospectus contained in the Registration Statement (the "Prospectus") and as to
be set forth in one or more supplements to the Prospectus, of (A) the common
stock, par value $.01 per share (the "Common Stock") of the Company, preferred
stock, par value $.01 per share ("Preferred Stock") of the Company, and
depositary shares representing Preferred Stock, in an aggregate amount not to
exceed $200,000,000, and (B) debt securities, in an aggregate principal amount
not to exceed $300,000,000, to be issued by the Operating Partnership.
The Company and the Operating Partnership have requested our opinion as
to (i) the qualification of the Company as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
the classification, for federal income tax purposes, of the Operating
Partnership and each of the partnerships and limited liability companies in
which the Operating Partnership has, at any time through the date hereof, held
an interest (the "Pass-Through Affiliates"); and (iii) the accuracy of the
information in the Prospectus under the heading "Federal Income Tax
Considerations."
Unless the context otherwise requires, capitalized terms used in this
opinion and not otherwise defined herein shall have the meanings ascribed to
such terms in the Prospectus.
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Post Properties, Inc.
Post Apartment Homes, L.P.
August 2, 2000
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FACTS AND ASSUMPTIONS RELIED UPON
In rendering the opinion expressed herein, we have examined such
documents as we have deemed appropriate, including (but not limited to) the
Registration Statement, including the reports incorporated by reference therein,
and the analyses of qualifying income prepared by the Company with the
assistance of PricewaterhouseCoopers LLP, the Company's accounting firm. We have
also examined the organizational documents, as amended, of the following
entities: the Company, the Operating Partnership, Post Development Services
Limited Partnership, Addison Circle One, Ltd., Addison Circle Two, Ltd., Addison
Circle Three, Ltd., Rice Lofts, L.P., Villas at Parkway Village, L.P., Post Rice
Lofts, LLC, Post Uptown, LLC, Akard-McKinney Investment Company, LLC, Columbus
Management Services, LLC, MT Acquisitions, LLC, Post Aviation, LLC, Post
Mississippi Properties, LLC, Post Knox Park, LLC, Greenwood Residential, LLC,
Villas GP, LLC, Uptown Denver, LLC, Post Services, Inc. and Addison Circle
Access, Inc. In our examination of documents, we have assumed, with your
consent, that all documents submitted to us are authentic originals, or if
submitted as photocopies or telecopies, that they faithfully reproduce the
originals thereof, that all such documents have been or will be duly executed to
the extent required, that all representations and statements set forth in such
documents are true and correct, and that all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms. We also have obtained such additional information
and representations as we have deemed relevant and necessary through
consultation with officers of the Company and with PricewaterhouseCoopers LLP,
including representations of the Company that are set forth in a letter to us.
OPINION
Based upon and subject to the foregoing, we are of the following
opinion:
(1) The Company was organized and has operated in conformity with
the requirements for qualification and taxation as a REIT under the Code for
each of its taxable years beginning with its taxable year ended December 31,
1993, and its organization and proposed method of operation should enable it to
continue to meet the requirements for qualification and taxation as a REIT.
(2) The Operating Partnership and each Pass-Through Affiliate
which is not 100% beneficially owned by the Operating Partnership are properly
treated as partnerships for federal income tax purposes, and each Pass-Through
Affiliate that is 100% beneficially owned by the Operating Partnership is
disregarded for federal income tax purposes.
(3) The discussion contained in the Prospectus under the heading
"Federal Income Tax Considerations" is accurate and fairly summarizes the
federal income tax considerations that are likely to be material to a holder of
the Common Stock, and, to the extent such discussion
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Post Properties, Inc.
Post Apartment Homes, L.P.
August 2, 2000
Page 3
contains statements of law or legal conclusions, such statements and conclusions
are the opinion of King & Spalding.
The opinion expressed herein is given as of the date hereof and is
based upon the Code, the U.S. Treasury regulations promulgated thereunder,
current administrative positions of the U.S. Internal Revenue Service, and
existing judicial decisions, any of which could be changed at any time, possibly
on a retroactive basis. Any such changes could adversely affect the opinion
rendered herein and the tax consequences to the Company, the Operating
Partnership and the investors in the securities that are described in the
Prospectus. In addition, as noted above, our opinion is based solely on the
documents that we have examined, the additional information that we have
obtained, and the representations that have been made to us, and cannot be
relied upon if any of the facts contained in such documents or in such
additional information is, or later becomes, inaccurate or if any of the
representations made to us is, or later becomes, inaccurate. We are not aware,
however, of any facts or circumstances contrary to or inconsistent with the
information, assumptions, and representations upon which we have relied for
purposes of this opinion. Finally, our opinion is limited to the tax matters
specifically covered thereby, and we have not been asked to address, nor have we
addressed, any other tax matters.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus.
Very truly yours,
King & Spalding
