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EXHIBIT 5.1
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
June 13, 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-3 (as the same may be amended or
supplemented from time to time, the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), covering the possible offer and sale
from time to time of up to 587,066 shares of common stock, par value $.01 per
share (the "Shares"), by the stockholders of the Company listed in the
Registration Statement. The Shares are to be issued upon exchange of units of
limited partner interest in CP Limited Partnership, a Delaware limited
partnership and a majority-owned subsidiary of the Company (the "Operating
Partnership"), in transactions that are exempt from registration under the
Securities Act. This opinion is being provided at your request in connection
with the Registration Statement.
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
By-Laws of the Company, as amended to date, the Amended and Restated Agreement
of Limited Partnership of the Operating Partnership, as amended to date (the
"Partnership Agreement") 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.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that the
Shares will be duly authorized and, upon issuance in accordance with the
Partnership Agreement, will be validly issued, fully paid and nonassessable.
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Chateau Communities, Inc. Page 2
June 13, 2000
The opinions stated herein are limited to the federal laws of the United
States and the laws of the State of Maryland.
We hereby consent to the incorporation of this opinion by reference as an
exhibit to the Registration Statement and the reference to this firm under the
caption "Legal Matters" in 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
