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Exhibit 5.1
[Letterhead of Hogan & Hartson L.L.P.]
July 17, 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 offer and sale of up to
504,543 shares of the Company's common stock, par value $.01 per share (the
"Shares"), by certain shareholders of the Company (the "Selling Stockholders")
and to be offered for sale by the Selling Stockholders if and to the extent that
they elect to sell their Shares. 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. Stock Purchase Agreement, dated as of November 23, 1999, among
Consolidated Engineering Services, Inc., New England
Mechanical Services, Inc. and Charles P. Reagan, Dana R.
Finnegan, Daniel B. Bourbeau, Lawrence G. Fontaine, Paul C.
Gray, Gary L. Picco and Dennis W. Tetreault (the "NEMSI
Purchase Agreement").
3. Stock Purchase Agreement, dated as of June 14, 2000, among
Consolidated Engineering Services, Inc. and John C.
Illingworth, Richard F. Illingworth, Michael F. Mamayek and
Ronald J. Lemke (the "Illingworth Purchase Agreement").
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4. Stock Purchase Agreement, dated as of July 12, 2000, among
Consolidated Engineering Services, Inc., Hayes Mechanical
Services, Inc., and Richard J. Mooney and John D. Mooney (the
"Hayes Purchase Agreement," together with the NEMSI Purchase
Agreement and the Illingworth Purchase Agreement, the
"Purchase Agreements").
5. An executed copy of the Registration Rights Agreement, dated
as of June 14, 2000, between the Company and John C.
Illingworth Michael F. Mamayek and Ronald J. Lemke.
6. An executed copy of the Registration Rights Agreement, dated
as of November 29, 1999, between the Company and Charles P.
Reagan.
7. An executed copy of the Registration Rights Agreement, dated
as of July 12, 2000, between the Company and Richard J. Mooney
and John D. Mooney.
8. 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 then being complete, accurate, and in effect.
9. The Bylaws of the Company, as certified by the Secretary of
the Company on the date hereof as being complete, accurate,
and in effect.
10. 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").
11. Resolutions of the Board of Directors of the Company adopted
at meetings on November 16, 1999, April 18, 2000 and June 7,
2000, as certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect, relating
to, among
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other things, the issuance and sale of the Shares and
arrangements in connection therewith.
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). 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, assuming that at the time the Shares were issued, the Company
received the consideration therefor specified in the Purchase Agreements and in
the resolutions of the Board of Directors referred to in Paragraph 11 above, the
Shares are 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.
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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.
HOGAN & HARTSON L.L.P.
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