Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109
December 20, 2000
Gables Residential Trust
2859 Paces Ferry Road
Atlanta, Georgia 30339
Ladies and Gentlemen:
This opinion is furnished in connection with the registration on Form S-3
(the "Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of 469,738 common shares of beneficial interest,
par value $.01 per share (the "Redemption Shares"), of Gables Residential Trust,
a Maryland real estate investment trust (the "Company"). The Redemption Shares
may be issued by the Company if and to the extent that certain holders (the
"Selling Shareholders") of units of limited partnership ("Units") in Gables
Realty Limited Partnership (the "Operating Partnership") tender such Units to
the Operating Partnership for redemption and the Company exercises its
contractual right to acquire such tendered Units for Redemption Shares.
In connection with rendering this opinion, we have examined the Amended and
Restated Declaration of Trust and Second Amended and Restated Bylaws of the
Company, each as amended to date; such records of the corporate proceedings of
the Company as we deemed material; and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as certified, photostatic or facsimile copies, the authenticity
of the originals of such copies and the authenticity of telephonic confirmations
of public officials and others. As to facts material to our opinion, we have
relied upon certificates or telephonic confirmations of public officials and
certificates, documents, statements and other information of the Company or
representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and The Commonwealth of Massachusetts and
the Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Redemption
Shares being registered for the account of the Selling Shareholders have been
duly issued and exchanged for Units tendered to the Operating Partnership for
redemption by the Selling Shareholders as contemplated by the Registration
Statement, such Redemption Shares will be validly issued, fully paid and
nonassessable.
The foregoing assumes that all requisite steps were taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Validity of Common Shares" in the Prospectus which is a part
of such Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
