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EXHIBIT 5.1
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
EMAIL:
404/572-4600 404/572-5130
August 2, 2000
Post Properties, Inc.
Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Re: Post Properties, Inc. and Post Apartment Homes, L.P. --
Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Post Properties, Inc., a Georgia
corporation (the "Parent"), and Post Apartment Homes, L.P., a Georgia limited
partnership (the "Operating Partnership," and collectively with the General
Partner, 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 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 (each such supplement, a "Prospectus
Supplement"), of (A) the common stock, par value $.01 per share ("Common Stock")
of the Parent, preferred stock, par value $.01 per share ("Preferred Stock") of
the Parent, and depositary shares representing Preferred Stock ("Depositary
Shares"), in an aggregate principal amount not to exceed $200,000,000, to be
issued by the Parent, and (B) debt securities ("Debt Securities"), in an
aggregate principal amount not to exceed $300,000,000, to be issued by the
Operating Partnership.
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.
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Post Properties, Inc.
Post Apartment Homes, L.P.
August 2, 2000
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We have assumed that the execution and delivery of, and the performance
of all obligations under, an indenture between the Operating Partnership and the
trustee (the "Trustee"), in the form attached to the Registration Statement as
Exhibit 4.1 (the "Indenture"), has been duly authorized by all requisite action
by the Trustee, and that the Indenture has been duly executed and delivered by,
and is a valid and binding agreement of, the Trustee, enforceable against the
Trustee in accordance with its terms.
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 New York, 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.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
(i) The Parent 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;
(ii) The Operating Partnership is a validly existing limited
partnership under the laws of the State of Georgia;
(iii) Upon the due authorization of the issuance of shares of Common
Stock and the issuance and sale thereof as described in the
Registration Statement (together with any applicable
Prospectus Supplement), such shares will be validly issued,
fully paid and nonassessable;
(iv) Upon the due authorization of the issuance of shares of
Preferred Stock and the issuance and sale thereof as described
in the Registration Statement (together with any applicable
Prospectus Supplement), such shares will be validly issued,
fully paid and nonassessable;
(v) Upon the due authorization of the issuance of Depositary
Shares and the issuance and sale thereof as described in the
Registration Statement (together with any applicable
Prospectus Supplement), such Depositary Shares will be validly
issued, fully paid and nonassessable;
(vi) Upon the due authorization of the issuance of Debt Securities
and the issuance and sale thereof as described in the
Registration Statement(together with any applicable Prospectus
Supplement) and, when executed by the Company and duly
authenticated by the Trustee in accordance with the terms of
the Indenture, the Debt Securities will (x) be valid and
binding obligations of the Operating
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Post Properties, Inc.
Post Apartment Homes, L.P.
August 2, 2000
Page 3
Partnership, enforceable against the Operating Partnership in
accordance with their terms and (y) be entitled to the
benefits of the Indenture.
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
