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EXHIBIT 5.1
404/572-4600 404/572-5100
August 28, 2000
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Re: Post Properties, Inc. -- Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Post Properties, Inc., a Georgia
corporation (the "Company"), 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 pursuant to the Post Properties, Inc.
Dividend Reinvestment and Stock Purchase Plan, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus"), of 1,500,000 shares
(the "Shares") of common stock, par value $.01 per share ("Common Stock") of
the Company.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the States of Georgia, and no opinion
is expressed with respect to the laws of any other jurisdiction or any effect
which such laws may have on the opinions expressed herein. This opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
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Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
(i) The Company is a corporation validly existing and,
based solely on a certificate of the Secretary of State of the State
of Georgia, in good standing under the laws of the State of Georgia;
and
(ii) Upon the due authorization of the issuance of the
Shares and the issuance and sale thereof as described in the Regis-
tration Statement and the Prospectus, such Shares will be validly
issued, fully paid and nonassessable.
The opinions set forth above are subject, as to enforcement, to
(i) bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors' rights generally, and
(ii) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law).
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
King & Spalding
