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EXHIBIT 5.1
[Letterhead of Hogan & Hartson L.L.P.]
July 14, 2000
Board of Directors
Charles E. Smith Residential Realty, Inc.
2345 Crystal Drive
Crystal City, Arlington, Virginia 22202
Ladies and Gentlemen:
We are acting as counsel to Charles E. Smith Residential
Realty, Inc., a Maryland corporation (the "Company"), in connection with its
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed issuance of up to
594,956 shares of the Company's common stock, par value $.01 per share (together
with the Rights (as defined below), the "Shares"), and up to 594,956 associated
preferred stock purchase rights (the "Rights") to be issued pursuant to the
Rights Agreement (as defined below), which may be issued if and to the extent
that the holders of 594,956 units of limited partnership interest (the "Units")
in Charles E. Smith Residential Realty L.P. (the "Operating Partnership") tender
such Units for redemption. 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 this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. An executed copy of the Real Estate Contribution
Agreement, dated as of August 19, 1998, by and among
Countryside Operating Partnership I, Countryside
Residential Partners, Ltd. and the Operating
Partnership.
3. An executed copy of the Real Estate Contribution
Agreement, dated as of August 19, 1998, by and
between Somerset Limited Partnership and the
Operating Partnership.
4. An executed copy of the Contribution Agreement, dated
as of June 1, 1999, by and between The Partners in
Orleans Associates Limited Partnership and the
Operating Partnership.
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Board of Directors
Charles E. Smith Residential Realty, Inc.
July 14, 2000
Page 2
5. The Amended and Restated Articles of Incorporation
(the "Articles") of the Company, 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 being complete,
accurate, and in effect.
6. The Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as being
complete, accurate, and in effect.
7. The Certificate of Limited Partnership of the
Operating Partnership, as amended, as certified by
the Secretary of State of the State of Delaware on
June 22, 2000 and by the Secretary of the Company, as
general partner of the Operating Partnership, on the
date hereof as being complete, accurate, and in
effect.
8. 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").
9. An executed copy of the Rights Agreement (the "Rights
Agreement"), dated as of December 2, 1998, between
the Company and First Union National Bank, as rights
agent (the "Rights Agent").
10. Resolutions of the Board of Directors of the Company
adopted at a meeting held on July 21, 1998, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect,
relating to the issuance and sale of the Shares and
arrangements in connection therewith.
11. Resolutions of the Board of Directors of the Company
adopted at a meeting on October 13, 1998, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect,
relating to the issuance and sale of the Shares and
arrangements in connection therewith.
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Board of Directors
Charles E. Smith Residential Realty, Inc.
July 14, 2000
Page 3
12. Resolutions of the Board of Directors of the Company
adopted at a meeting held on December 2, 1998, as
certified by the Secretary of the Company as of the
date hereof as being complete, accurate and in
effect, authorizing, among other things, the
distribution of the Rights to holders of record of
the Company's common stock, par value $.01 per share,
as of the close of business on December 14, 1998, the
appointment of First Union National Bank as Rights
Agent, and the listing of the Rights on the Exchange.
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 have assumed that (i) the Rights Agent has all
requisite power and authority under all applicable laws, regulations and
governing documents to execute, deliver and perform its obligations under the
Rights Agreement, (ii) the Rights Agent has duly authorized, executed and
delivered the Rights Agreement, (iii) the Rights Agent is validly existing and
in good standing in all necessary jurisdictions, (iv) the Rights Agreement
constitutes a valid and binding obligation, enforceable against the Rights Agent
in accordance with its terms, (v) there has been no material mutual mistake of
fact or misunderstanding or fraud, duress or undue influence in connection with
the negotiation, execution or delivery of the Rights Agreement and (vi) the
Rights will be issued in accordance with the Rights Agreement. 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
the Maryland General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or regulations. As used
herein, the term "Maryland General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Maryland Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement and
(ii) issuance of the Shares, if and when issued and delivered in accordance with
the terms of the Partnership Agreement and the resolutions of the Board of
Directors of the Company authorizing the
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Board of Directors
Charles E. Smith Residential Realty, Inc.
July 14, 2000
Page 4
issuance of the Shares upon redemption of the Units as contemplated thereby, the
Shares will be validly issued, fully paid, and nonassessable.
The opinion set forth above, insofar as it relates to the
Rights, is limited to the valid issuance of the Rights under Maryland law.
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 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.
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HOGAN & HARTSON L.L.P.
