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EXHIBIT 5.1
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
June 27, 2000
Chateau Communities, Inc.
6160 South Syracuse Way
Greenwood Village, Colorado 80111
Ladies and Gentlemen:
We have acted as special counsel to Chateau Communities, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 (such registration statement in
the form first filed being referred to herein as the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), covering 900,000
shares (the "Shares") of the Company's common stock, par value $.01 per share
(the "Common Stock"), which have been reserved by the Company for issuance
pursuant to the Company's 1999 Equity Compensation Plan (the "Plan").
In rendering the opinions expressed herein, we have examined the Registration
Statement, the Company's Amended and Restated Articles of Incorporation, as
amended to date (the "Charter"), and the Amended and Restated Bylaws, as amended
to date, and such corporate proceedings of the Company and such other documents
as we have deemed necessary. We have also examined and relied as to factual
matters upon the representations, warranties and other statements contained in
originals or copies, certified or otherwise identified to our satisfaction, of
such records, documents, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinions expressed
below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies and the absence of any amendments or modifications to those items
reviewed by us.
In rendering the opinions set forth herein, we have assumed that (i) prior to
the issuance of any shares of Common Stock, there will exist, under the Charter,
the requisite number of authorized but unissued shares of Common Stock; and (ii)
appropriate certificates representing shares of Common Stock will be executed
and delivered upon the issuance and sale of any such Shares, and that such
certificates will comply with all applicable requirements of Maryland law.
We have further assumed that (i) the awards and grants under the Plan pursuant
to which the Shares are issuable will have been duly authorized and issued by
the Company in accordance with the terms and provisions of the Plan and in
accordance with the Charter and applicable Maryland law, (ii) the resolutions
authorizing the Company to issue the Shares in accordance with the terms and
provisions of the Plan will remain in effect and unchanged at all times during
which the Shares are issued by the Company, and (iii) the Registration
Statement, and any amendments thereto, at the time of issuance of the Shares,
will continue to be effective.
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Chateau Communities, Inc. Page 2
June 27, 2000
Based upon the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that the
Shares have been duly authorized and, upon issuance and delivery of the Shares
by the Company against payment therefor in accordance with the terms and
provisions of the Plan, such Shares will be validly issued, fully paid and
nonassessable by the Company.
The opinions stated herein are given as of the date hereof and are limited to
the federal laws of the United States and the laws of the State of Maryland.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not concede
that we are within the category of persons whose consent is required under the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
