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EXHIBIT 5.1
[Letterhead of Hogan & Hartson L.L.P.]
July 17, 2000
Charles E. Smith Residential Realty, Inc.
Charles E. Smith Residential Realty L.P.
2345 Crystal Drive
Crystal City, Arlington, Virginia 22202
Gentlemen:
We are acting as counsel to Charles E. Smith Residential
Realty, Inc., a Maryland corporation (the "Company") and Charles E. Smith
Residential Realty L.P. (the "Operating Partnership"), in connection with
their co-registration, pursuant to a registration statement on Form S-8 (the
"Registration Statement"), of up to 1,500,000 additional shares of the
Company's common stock, par value $.01 per share (the "Shares"), and up to
1,500,000 units of limited partnership interest (the "Units") of the
Operating Partnership, issuable upon the exercise of options granted or to be
granted pursuant to the Company's 1994 Employee Stock and Unit Option Plan,
as amended (the "Option 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. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of the opinion expressed in this letter, which is
set forth below (the "Opinion"), we have examined copies of the following
documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Articles of Incorporation of the
Company (the "Amended and Restated Articles"), as certified
by the Department of Assessments and Taxation of the State
of Maryland on June 23, 2000 and by the Secretary of the
Company on the date hereof as then being complete, accurate
and in effect.
3. The Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
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4. The Certificate of Limited Partnership of the Operating
Partnership, as amended, as certified by the Secretary of
the State of Delaware on June 22, 2000 and as certified by
the Secretary of the Company, as general partner of the
Operating Partnership, on the date hereof as then being
complete, accurate and in effect.
5. The First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as amended, as
certified by the Secretary of the Company, as general
partner of the Operating Partnership, on the date hereof as
being complete, accurate and in effect (the "Partnership
Agreement").
6. The Plans, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in
effect.
7. Certain resolutions of the Board of Directors of the
Company adopted on January 25, 2000, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating to, among other
things, the approval of the amendment to the Option Plan
and the filing of the Registration Statement relating to
the Plans.
In our examination of the aforesaid certificates, documents
and agreements, we have assumed the genuineness of all signatures, the legal
capacity of all 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). We also have assumed the authenticity, accuracy and
completeness of the foregoing certifications (of public officials and corporate
officers) and statements of fact, on which we are relying, and have made no
independent investigations thereof. In addition, we have assumed that the Shares
will not be issued in violation of the ownership limit contained in the
Articles. 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
applicable provisions of the Maryland General Corporation Law, as amended,
and the Delaware Revised Uniform Limited Partnership Act, as amended. We
express no opinion herein as to any other laws, statutes, ordinances, rules,
or regulations. As used herein, the terms "Maryland General Corporation Law,
as amended" and "the Delaware Revised Uniform Limited Partnership Act, as
amended" include the statutory provisions contained therein, all applicable
provisions of the Maryland Constitution and the Delaware Constitution,
respectively, and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following:
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(A)(i) effectiveness of the Registration Statement, (ii)
issuance of the Shares in the manner and on the terms described in the
Registration Statement and the Option Plan, and (iii) receipt by the Company of
the consideration for the Shares (the form of which is in accordance with
applicable law), the Shares will be validly issued, fully paid and nonassessable
under the Maryland General Corporation Law, as amended; and
(B)(i) effectiveness of the Registration Statement, (ii)
issuance of the Units in the manner and on the terms described in the
Registration Statement and the Option Plan and (iii) receipt by the Operating
Partnership of the consideration for the Units (the form of which is in
accordance with applicable law), the Units will be legally issued and fully paid
under the Delaware Revised Uniform Limited Partnership Act, as amended.
This opinion letter has been prepared for your use in
connection with 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 5.1 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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
