<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1998
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
Maryland 13-3675988
(State or other jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (312) 474-1300
(Address of Principal Executive Offices)
MERRY LAND SUBSTITUTE OPTIONS
(Full Title of the Plan)
Douglas Crocker II
President and Chief Executive Officer
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 474-1300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William C. Hermann, Esq.
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1600
Chicago, Illinois 60606
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Aggregate Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest,
$.01 par value . . . . . . . . . . . 921,780 $38.70 $35,672,886 $9,918
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the registration
fee based upon the weighted average price at which the options may be
exercised, pursuant to Rule 457(h)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarterly periods ending March
31, 1998 and June 30, 1998;
(c) Current Reports on Form 8-K dated January 21, 1998, February 12, 1998,
February 18, 1998, March 25, 1998, April 23, 1998, June 25, 1998, July 8, 1998,
July 23, 1998, August 11, 1998, October 19, 1998, March 12, 1997,
March 17, 1997, May 20, 1997, August 15, 1997, September 10, 1997,
September 17, 1997, October 9, 1997 and December 23, 1997 and the Company's
Current Reports on Form 8-K/A dated July 23, 1998 and October 9, 1997; and
(d) Report on Form 8-A/A dated August 10, 1993 (File No. 1-12252).
All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Sheli Z. Rosenberg, of counsel to Rosenberg & Liebentritt, P.C., is a
trustee of the Registrant. The Registrant incurred legal fees to Rosenberg &
Liebentritt, P.C. of approximately $1.4 million in 1997. Attorneys of Rosenberg
& Liebentritt, P.C. beneficially own less than 1% of the outstanding Common
Shares of Beneficial Interest of the Registrant, either directly or upon the
exercise of options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Maryland law, a real estate investment trust formed in Maryland is
permitted to eliminate, by provision in its declaration of trust, the liability
of trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) acts or omissions established by a
final judgment as involving active and deliberate dishonesty and being material
to the matter giving rise to the proceeding. The Registrant's declaration of
trust includes such a provision eliminating such liability to the maximum extent
permitted by Maryland law.
The Maryland REIT Law, effective October 1, 1994, permits a Maryland real
estate investment trust to indemnify and advance expenses to its trustees,
officers, employees and agents to the same extent as permitted by the Maryland
General Corporate Law ("MGCL") for directors and officers of Maryland
corporations. In accordance with the MGCL, the Registrant's bylaws require it
to indemnify (a) any present or former trustee, officer or shareholder or any
individual who, while a trustee, officer or shareholder, served or is serving as
a trustee, officer, director, shareholder or partner of another entity at the
Registrant's express request who has been successful, on the merits or
otherwise, in the defense of a proceeding to which he was made a party by reason
of service in such capacity, against reasonable expenses incurred by him in
connection with the proceeding, (b) any present or former trustee or officer or
any individual who, while a trustee or officer served or is serving as a
trustee, officer, director, shareholder or partner of another entity at the
Registrant's express request against any claim or liability to which he may
become subject by reason of service in such capacity unless it is established
that (i) his act or omission was material to the matter giving
<PAGE>
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an improper personal
benefit in money, property or services or (iii) in the case of a criminal
proceeding, he had reasonable cause to believe that his act or omission was
unlawful and (c) any present or former shareholder against any claim or
liability to which he may become subject by reason of such status. In addition,
the Registrant's bylaws require it to pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a present or former
trustee, officer or shareholder or any individual who, while a trustee, officer
or shareholder, served or is serving as a trustee, officer, director,
shareholder or partner of another entity at the Registrant's express request
made a party to a proceeding by reason of such status, provided that, in the
case of a trustee or officer, the Registrant shall have received (1) a written
affirmation by such person of his good faith belief that he has met the standard
of conduct necessary for indemnification by the Registrant as authorized by the
bylaws and (2) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined that
the applicable standard of conduct was not met. The Registrant's bylaws also
(x) permit the Registrant to provide indemnification or payment or reimbursement
of expenses to a present or former trustee, officer or shareholder who served a
predecessor of the Registrant and to any employee or agent of the Registrant or
a predecessor of the Registrant (y) provide that any indemnification or payment
or reimbursement of the expenses permitted by the bylaws shall be furnished in
accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the MGCL for directors of
Maryland corporations and (z) permit the Registrant to provide to the trustees
and officers such other and further indemnification or payment or reimbursement
of expenses to the fullest extent permitted by Section 2-418 of the MGCL for
directors of Maryland corporations.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to trustees and
officers of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that, although the validity and scope of the
governing statute have not been tested in court, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In addition, indemnification
may be limited by state securities laws.
The partnership agreements of the Operating Partnership, of which the
Registrant is the general partner, and Equity Residential Properties Management
Limited Partnership (the "Management Partnership") of which the Operating
Partnership is general partner, also provide for indemnification of the
Registrant and its officers and trustees to the same extent indemnification is
provided to officers and trustees of the Registrant in its declaration of trust,
and limit the liability of the Registrant and its officers and trustees to the
Operating Partnership and the Management Partnership and their respective
partners to the same extent the liability of the officers and trustees of the
Registrant to the Registrant and its shareholders is limited under the
Registrant's declaration of trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of Offered Shares (if the total dollar value of Offered
Shares would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
<PAGE>
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities and Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Offered
Shares offered herein, and the offering of such Offered Shares at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Offered Shares being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Offered Shares offered herein, and the offering of such Offered
Shares at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to existing provisions or arrangements whereby the
registrant may indemnify a trustee, officer or controlling person of the
registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on October 28, 1998.
EQUITY RESIDENTIAL PROPERTIES TRUST
By: /s/ Douglas Crocker II
------------------------------------------------------
Douglas Crocker II, President, Chief Executive Officer
and Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Douglas Crocker II and Sheli Z.
Rosenberg, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith or in connection with the registration of the Securities
under the Exchange Act, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Samuel Zell Chairman of the Board of Trustees October 28, 1998
- ----------------------------------
Samuel Zell
/s/ Douglas Crocker II President, Chief Executive Officer and Trustee October 28, 1998
- ----------------------------------
Douglas Crocker II
/s/ David J. Neithercut Executive Vice President and Chief Financial October 28, 1998
- ---------------------------------- Officer
David J. Neithercut
/s/ Michael J. McHugh Executive Vice President, Chief Accounting Officer October 28, 1998
- ---------------------------------- and Treasurer
Michael J. McHugh
/s/ Gerald A. Spector Executive Vice President, Chief Operating Officer October 28, 1998
- ---------------------------------- and Trustee
Gerald A. Spector
/s/ Sheli Z. Rosenberg Trustee October 28, 1998
- ----------------------------------
Sheli Z. Rosenberg
/s/ James D. Harper, Jr. Trustee October 28, 1998
- ----------------------------------
James D. Harper, Jr.
/s/ Errol R. Halperin Trustee October 28, 1998
- ----------------------------------
Errol R. Halperin
/s/ John Alexander Trustee October 28, 1998
- ----------------------------------
John Alexander
/s/ Barry S. Sternlicht Trustee October 28, 1998
- ----------------------------------
Barry S. Sternlicht
/s/ B. Joseph White Trustee October 28, 1998
- ----------------------------------
B. Joseph White
/s/ Henry H. Goldberg Trustee October 28, 1998
- ----------------------------------
Henry H. Goldberg
<PAGE>
/s/ Edward Lowenthal Trustee October 28, 1998
- ----------------------------------
Edward Lowenthal
/s/ Jeffrey H. Lynford Trustee October 28, 1998
- ----------------------------------
Jeffrey H. Lynford
/s/ Stephen O. Evans Trustee October 28, 1998
- ----------------------------------
Stephen O. Evans
/s/ Boone A. Knox Trustee October 28, 1998
- ----------------------------------
Boone A. Knox
/s/ Michael N. Thompson Trustee October 28, 1998
- ----------------------------------
Michael N. Thompson
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <C> <C>
4.1 * Second Amended and Restated Declaration of
Trust, as amended
4.2 ** Second Amended and Restated Bylaws
5 Opinion of Rosenberg & Liebentritt, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Rosenberg & Liebentritt, P.C.
(included in Exhibit 5)
24 Power of Attorney (filed as part of the
signature page to the Registration Statement)
</TABLE>
- ------------------
* Included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K
dated May 30, 1997 and incorporated herein by reference.
** Included as Exhibit 99.2 to the Registrant's Registration Statement on
Form S-4, File No. 333-24653, and incorporated herein by reference.
<PAGE>
[LETTERHEAD OF ROSENBERG & LIEBENTRITT, P.C.]
October 28, 1998
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are acting as counsel to Equity Residential Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with the issuance by
the Company of options to purchase 921,780 common shares (the "Shares") of
beneficial interest, $.01 par value per share, of the Company ("Common Shares")
covered by the above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). The Shares are to be issued by the Company upon the exercise of
options to purchase Common Shares ("EQR Options") that were converted from
options to purchase shares of common stock ("Merry Land Options") of Merry Land
Merger Subsidiary, Inc., a Maryland corporation ("Merry Land"), in the merger of
Merry Land with and into the Company (the "Merger"), pursuant to the Agreement
and Plan of Merger, dated as of July 8, 1998, by and between the Company and
Merry Land & Investment Company, Inc., a Georgia corporation ("Merry Land
Parent"), as amended by the First Amendment to Agreement and Plan of Merger,
dated as of September 4, 1998, by and among the Company, Merry Land Parent,
Merry Land and Merry Land LLC, a Georgia limited liability company (as amended,
the "Merger Agreement"). This opinion letter is furnished to you at your
request to enable the Company to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (Section ) 229.601(b)(5), in connection with the
Registration Statement. Capitalized terms used but not defined herein shall
have the meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. An executed copy of the Registration Statement;
2. The Second Amended and Restated Declaration of Trust of the Company,
as amended (the "Declaration of Trust"), certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the "SDAT") and by the
Secretary of the Company on the date hereof as then begin complete, accurate and
in effect;
3. The Second Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being complete, accurate
and in effect;
4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
<PAGE>
Board of Trustees
Equity Residential Properties Trust
October 28, 1998
Page 2
5. Resolutions adopted by the Board of Trustees of the Company relating
to the issuance and registration of the Shares (the "Resolutions"), as certified
by the Secretary of the Company on the date hereof as then being complete,
accurate and in effect;
6. The Merger Agreement;
7. The Articles of Merger relating to the Merger and providing for the
conversion of the Merry Land Options outstanding at the effective time of the
Merger into EQR Options, certified as of a recent date by the SDAT;
8. A specimen of the certificate evidencing Common Shares, as certified
by the Secretary of the Company as of the date hereof as then being complete,
accurate and in effect;
9. A certificate executed by the Secretary of the Company, dated the date
hereof; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Declaration of Trust.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
October 28, 1998
Page 3
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
opinions set forth herein, we express no opinion with respect to any laws
relevant to this opinion other than the laws and regulations identified herein.
With respect to the opinion below that relates to the laws of the State of
Maryland, with your consent, we rely solely on the opinion of Ballard Spahr
Andrews & Ingersoll, LLP, a copy of which is attached hereto as EXHIBIT A.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The Shares have been duly authorized for issuance and, when and if
issued and delivered against payment therefore in accordance with the
Resolutions, will be (assuming that upon any such issuance the total number of
Common Shares issued and outstanding will not exceed the total number of Common
Shares that the Company is then authorized to issue under the Declaration of
Trust) validly issued, fully paid and nonassessable under Title 8 of the
Corporations and Associations Articles of the Annotated Code of Maryland.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this Firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
<PAGE>
EXHIBIT A
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
FILE NUMBER
867646
October 28, 1998
Rosenberg & Liebentritt, P.C.
Suite 1600
Two North Riverside Plaza
Chicago, Illinois 60606
Re: EQUITY RESIDENTIAL PROPERTIES TRUST:
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Equity Residential Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with certain matters of Maryland law arising out of the registration of 921,780
common shares (the "Shares") of beneficial interest, $.01 par value per share,
of the Company ("Common Shares") covered by the above-referenced Registration
Statement, and all amendments thereto (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"). The Shares are to be issued by the
Company upon the exercise of options to purchase Common Shares ("EQR Options")
that were converted from options to purchase shares of common stock ("Merry Land
Options") of Merry Land Merger Subsidiary, Inc., a Maryland corporation ("Merry
Land"), in the merger of Merry Land with and into the Company (the "Merger"),
pursuant to the Agreement and Plan of Merger, dated as of July 8, 1998, by and
between the Company and Merry Land & Investment Company, Inc., a Georgia
corporation ("Merry Land Parent"), as amended by the First Amendment to
Agreement and Plan of Merger, dated as of September 4, 1998, by and among the
Company, Merry Land Parent, Merry Land and Merry Land LLC, a Georgia limited
liability company (as amended, the "Merger Agreement"). Capitalized terms used
but not defined herein shall have the meanings given to them in the Registration
Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement;
<PAGE>
Rosenberg & Liebentritt, P.C.
October 28, 1998
Page 2
2. The Second Amended and Restated Declaration of Trust of the
Company (the "Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof by its
Secretary;
4. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
5. Resolutions adopted by the Board of Trustees of the Company
relating to the issuance and registration of the Shares (the "Resolutions"),
certified as of the date hereof by the Secretary of the Company;
6. The Merger Agreement;
7. The Articles of Merger relating to the Merger and providing for
the conversion of the Merry Land Options outstanding at the effective time of
the Merger into EQR Options, certified as of a recent date by the SDAT;
8. A specimen of the certificate evidencing Common Shares, certified
as of the date hereof by the Secretary of the Company;
9. A certificate executed by the Secretary of the Company, dated the
date hereof; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a
<PAGE>
Rosenberg & Liebentritt, P.C.
October 28, 1998
Page 3
signatory, and such party's obligations set forth therein are legal, valid and
binding and are enforceable in accordance with all stated terms.
4. Any Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. There has been no oral or written modification of or amendment to
any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Declaration of Trust.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized for issuance and, when and
if issued and delivered against payment therefor in accordance with the
Resolutions, will be (assuming that upon any such issuance the total number of
Common Shares issued and outstanding will not exceed the total number of Common
Shares that the Company is then authorized to issue under the Declaration of
Trust) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.
<PAGE>
Rosenberg & Liebentritt, P.C.
October 28, 1998
Page 4
This opinion is being furnished to you to be attached as an exhibit to
your opinion for submission to the Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in any manner to,
or delivered to any other person or entity (except the Company) without, in each
instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated February 14, 1996, accompanying the
consolidated financial statements of Equity Residential Properties Trust for the
year ended December 31, 1995. We consent to the incorporation by reference of
the above report in the Registration Statement of Equity Residential Properties
Trust on Form S-8.
GRANT THORNTON LLP
Chicago, Illinois
October 26, 1998
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Substitute Options of Equity Residential Properties Trust
of our reports indicated below with respect to the financial statements
indicated below included in the Company's filings as indicated below, filed with
the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
Date of Auditors'
Financial Statements Report Filing
- --------------------------------------------------------------------------------
Consolidated financial statements February 26, 1997 Annual
and schedule of Equity Residential 1998 except Report on Form
Properties Trust at December 31, for Note 24, 10-K, as amended
1997 and 1996 and for the years as to which by Form 10-K/A
then ended the date is
March 12, 1998
Statement of Revenue and Certain April 30, 1998 Current Report on
Expenses of Sonterra at Foothill Form 8-K dated
Ranch for the year ended December June 25, 1998
31, 1997
Combined Statement of Revenue and April 30, 1998 Current Report on
Certain Expenses of the Lincoln Form 8-K dated
Property Company Probable June 25, 1998
Properties for the year ended
December 31, 1997
Statement of Revenue and Certain May 1, 1998 Current Report on
Expenses of The Emerson Place Form 8-K dated
Apartments for the year ended June 25, 1998
December 31, 1997
Combined Statement of Revenue and May 1, 1998 Current Report on
Certain Expenses of The Magnum Form 8-K dated
Probable Properties for the year June 25, 1998
ended December 31, 1997
Combined Statement of Revenue and May 29, 1998 Current Report on
Certain Expenses of the Frederick Form 8-K dated
Probable Properties for the year June 25, 1998
ended December 31, 1997
Statement of Revenue and Certain June 2, 1998 Current Report on
<PAGE>
- --------------------------------------------------------------------------------
Date of Auditors'
Financial Statements Report Filing
- --------------------------------------------------------------------------------
Expenses of Harbor Pointe for the Form 8-K dated
year ended December 31, 1997 June 25, 1998
Statement of Revenue and Certain June 4, 1998 Current Report on
Expenses of The Fairfield for the Form 8-K dated
year ended December 31, 1997 June 25, 1998
Combined Statement of Revenue and June 4, 1998 Current Report on
Certain Expenses of the Lakes at Form 8-K dated
Vinings Apartments and Martins June 25, 1998
Landing Apartments Probable
Properties for the year ended
December 31, 1997
Statement of Revenue and Certain June 9, 1998 Current Report on
Expenses of The Northridge Form 8-K dated
Apartments for the year ended June 25, 1998
December 31, 1997
Combined Statement of Revenue and June 10, 1998 Current Report on
Certain Expenses of TCRS Form 8-K dated
Properties for the year ended June 25, 1998
December 31, 1997
Statement of Revenue and Certain June 11, 1998 Current Report on
Expenses of the Portside Towers Form 8-K dated
Apartments for the year ended June 25, 1998
December 31, 1997
Statement of Revenue and Certain June 11, 1998 Current Report on
Expenses of The Coconut Palm Club Form 8-K dated
Apartments for the year ended June 25, 1998
December 31, 1997
Combined Statement of Revenue and June 18, 1998 Current Report on
Certain Expenses of The Focus Form 8-K dated
Group Properties for the year June 25, 1998
ended December 31, 1997
Combined Statement of Revenue and November 12, Current Report on
Certain Expenses of the CAPREIT 1997 Form 8-K, as
Acquired and Probable Properties amended by Form
for the year ended December 31, 8-K/A dated
1996 October 9, 1997
<PAGE>
- --------------------------------------------------------------------------------
Date of Auditors'
Financial Statements Report Filing
- --------------------------------------------------------------------------------
Combined Statement of Revenue and August 15, Current Report on
Certain Expenses of the Ameritech 1997 Form 8-K, dated
Pension Trust Probable Properties September 17,
for the year ended December 31, 1997
1996
Combined Statement of Revenue and September 5, Current Report on
Certain Expenses of Paces on the 1997 Form 8-K dated
Green and Paces Station for the September 17,
year ended December 31, 1996 1997
Statement of Revenue and Certain July 17, 1997 Current Report on
Expenses of Cascade at Landmark Form 8-K dated
for the year ended December 31, August 15, 1997
1996
Statement of Revenue and Certain July 2, 1997 Current Report on
Expenses of Sabal Palm Club Form 8-K dated
(formerly known as Post Crossing August 15, 1997
(Pompano)) for the year ended
December 31, 1996
Statement of Revenue and Certain July 23, 1997 Current Report on
Expenses of Wood Creek (Pleasant Form 8-K dated
Hill) for the year ended December August 15, 1997
31, 1996
Statement of Revenue and Certain July 25, 1997 Current Report on
Expenses of LaMirage for the year Form 8-K dated
ended December 31, 1996 August 15, 1997
Statement of Revenue and Certain May 16, 1997 Current Report on
Expenses of Harborview for the Form 8-K dated
year ended December 31, 1996 May 20, 1997
Statement of Revenue and Certain May 6, 1997 Current Report on
Expenses of Trails at Dominion Form 8-K dated
for the year ended December 31, May 20, 1997
1996
Statement of Revenue and Certain May 7, 1997 Current Report on
Expenses of Rincon for the year Form 8-K dated
ended December 31, 1996 May 20, 1997
Statement of Revenue and Certain May 12, 1997 Current Report on
Expenses of Waterford at the Form 8-K dated
Lakes for the
<PAGE>
- --------------------------------------------------------------------------------
Date of Auditors'
Financial Statements Report Filing
- --------------------------------------------------------------------------------
year ended December 31, 1996 May 20, 1997
Statement of Revenue and Certain May 16, 1997 Current Report on
Expenses of Lincoln Harbour for Form 8-K dated
the year ended December 31, 1996 May 20, 1997
Combined Statement of Revenue and May 9, 1997 Current Report on
Certain Expenses of Knights Form 8-K dated
Castle and Club at the Green for May 20, 1997
the year ended December 31, 1996
Combined Statements of Revenue March 25, 1997 Current Report on
and Certain Expenses of the Form 8-K dated
Zell/Merrill Properties for each May 20, 1997
of the three years in the period
ended December 31, 1996
Consolidated financial statements February 10, Current Report on
and schedule of Wellsford 1997 except Form 8-K dated
Residential Property Trust at for Note 13, March 17, 1997
December 31, 1996 and 1995 and as to which
for each of the three years in the date is
the period ended December 31, February 28,
1996 1997
Consolidated financial statements January 31, Current Report on
and schedule of Evans Withycombe 1997 Form 8-K dated
Residential, Inc. and September 10,
subsidiaries at December 31, 1996 1997
and 1995 and for each of the
three years in the period ended
December 31, 1996
ERNST & YOUNG LLP
Chicago, Illinois
October 26, 1998
<PAGE>
Consent of the Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1998
included in Equity Residential Properties Trust's Form 8-K (No. 001-12252) dated
July 23, 1998.
Arthur Andersen LLP
Atlanta, Georgia
October 26, 1998
