EXHIBIT 5
[HOGAN & HARTSON LETTERHEAD]
October 23, 2000
Board of Trustees
Colonial Properties Trust
2101 Sixth Avenue North
Suite 750
Birmingham, Alabama 35203
Gentlemen:
This firm has acted as counsel to Colonial Properties Trust,
an Alabama real estate investment trust (the "Company"), in connection with its
registration on Form S-3 (the "Registration Statement") of 600,000 Common Shares
of Beneficial Interest, par value $.01 per share, of the Company (the "Common
Shares"), issuable in connection with the Company's Dividend Reinvestment and
Share Purchase Plan (the "Plan"). This opinion letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by the Secretary of
the Company on the date hereof as being complete,
accurate and in effect.
3. The Declaration of Trust of the Company, as certified
by the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
4. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
5. Resolutions of the Board of Trustees of the Company
adopted at a meeting held on October 17, 2000, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect,
relating to the authorization of the filing with the
Securities and Exchange Commission of the
Registration Statement.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on
the Alabama Real Estate Investment Trust Act of 1995 and Alabama Corporation
Law, as amended. We express no opinion herein as to any other laws, statutes,
ordinances, rules or regulations. As used herein, the term "Alabama Corporation
Law, as amended" includes the statutory provisions contained therein, all
applicable provisions of the Alabama Constitution and reported judicial
decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that the Common Shares, when issued and delivered in the manner and
on the terms described in the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in
connection with the filing of the Registration Statement and speaks as of the
date hereof. We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the prospectus constituting a part of 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,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
