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EXHIBIT 5(a)
December 15, 2000
Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Re: Post Apartment Homes, L.P. -- 7.7% Notes due 2010
Ladies and Gentlemen:
We have acted as counsel for 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 $185,000,000
aggregate principal amount of 7.7% Notes due 2010 (the "Notes") pursuant to a
Prospectus Supplement dated December 15, 2000 (the "Notes Prospectus
Supplement").
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
Operating Partnership and of public officials.
We have assumed that the execution and delivery of, and the performance
of all obligations under, an Indenture dated as of September 15, 2000 as
supplemented by the First Supplemental Indenture dated December 1, 2000,
(collectively, the "Indenture") between the Operating Partnership and SunTrust
Bank, as the trustee (the "Trustee") was duly authorized by all requisite action
by the Trustee, and that the Indenture was 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.
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Post Apartment Homes, L.P.
December 15, 2000
Page 2
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
(i) The Operating Partnership is a validly existing limited
partnership under the laws of the State of Georgia;
(ii) Upon the issuance and sale thereof as described in the Notes
Prospectus Supplement and, when executed by the Operating Partnership and duly
authenticated by the Trustee in accordance with the terms of the Indenture, the
Notes will (x) be valid and binding obligations of the Operating 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 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 hereby consent to the filing of this opinion as an Exhibit to the
current report on Form 8-K and to the reference to us under the caption
"Validity of the Notes" in the Prospectus Supplement dated December 15, 2000.
Very truly yours,
KING & SPALDING
