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Exhibit 5
[Letterhead of King & Spalding]
December 13, 2000
Post Properties, Inc.
Post Apartment Homes, L.P.
One Riverside
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Re: Obligations to Pay Deferred Compensation pursuant to the Post
Properties, Inc. Deferred Compensation Plan for Directors and
Eligible Employees as Amended and Restated
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 registration under the
Securities Act of 1933, as amended, of $10,000,000 of obligations of the Company
and the Operating Partnership (the "Obligations") to pay deferred compensation
pursuant to the terms of the Post Properties, Inc. Deferred Compensation Plan
for Directors and Eligible Employees as Amended and Restated, effective as of
January 1, 2001 (the "Plan"). The Plan amends and restates the Post Properties,
Inc. Amended and Restated Deferred Compensation Plan for Directors and Executive
Committee Members which became effective as of January 1, 2000.
In our capacity as such counsel, we have reviewed the Plan. We have
also reviewed such matters of law and examined original, certified, conformed
or photographic copies of such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions
hereinafter expressed. In such review we have assumed the genuineness of
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all copies submitted to us as certified, conformed or photographic copies of
such documents.
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the State 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.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
1. The Obligations have been duly authorized; and
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2. When issued in accordance with the provisions of the Plan, the
Obligations will be valid and binding obligations of the Company
or the Operating Partnership, as appropriate, enforceable against
the Company or the Operating Partnership in accordance with their
terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally, and 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 and the Operating Partnership 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 consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 to be filed by the Company and the Operating
Partnership and to the references to us in such registration statement.
Very truly yours,
/s/ King & Spalding
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