As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of Registrant as specified in its charter)
Maryland 84-1259577
(State of incorporation) (I.R.S. employer identification no.)
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
(Address of principal executive offices, including zip code)
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
Insignia 1992 Stock Incentive Plan
(Full title of the plans)
Terry Considine
Chairman of the Board of Directors
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
(303) 757-8101
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention: Michael V. Gisser
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration
Share (1)(2) Price (2) Fee (3)
===============================================================================================
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$.01 per share 391,948 (4) $38.00 $14,894,024.00 $2,712.24(5)
===============================================================================================
</TABLE>
(1) Calculated pursuant to Rules 457 (c) and (h) under the Securities Act
of 1933, as amended (the "Securities Act"), on the basis of the
maximum conversion price pursuant to (a) the Agreement and Plan of
Merger, dated December 23, 1997 between the Registrant and Ambassador
Apartments, Inc. and (b) the Amended and Restated Agreement and Plan
of Merger, dated as of May 26, 1998, among the Registrant, AIMCO
Properties, L.P., Insignia Financial Group, Inc. and Insignia/ESG
Holdings, Inc., which is higher than the market value of the
securities over the 15 days prior to the date of this registration
statement.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: .0295% of $14,894,024.00, the Proposed
Maximum Aggregate Offering Price of the shares of Class A Common Stock
registered hereby.
(4) Pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate number of additional shares of
Class A Common Stock that may become issuable pursuant to the
antidilution provisions of the Plans.
(5) Pursuant to Rule 457(b), $1,681.50 of the registration fee is offset
by the filing fee previously paid by the Registrant in connection with
the filing of a registration statement on Form S-4, dated August 5,
1998. Accordingly, a registration fee of $2,712.24 is being paid
herewith.
===============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of the
Form S-8 have been or will be sent or given to employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Apartment Investment and
Management Company ("AIMCO"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in
this registration statement.
(1) AIMCO's Annual Report on Form 10-K for the year ended December
31, 1997, as amended on Form 10-K/A filed on April 13, 1998;
(2) AIMCO's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998 (and Amendment No. 1 thereto filed June 24, 1998 and
Amendment No. 2 thereto filed July 3, 1998), June 30, 1998 and September
30, 1998, and AIMCO's Current Reports on Form 8-K dated December 23, 1997
(and Amendment No. 1 thereto filed February 6, 1998 and Amendment No. 2
thereto filed May 22, 1998), January 31, 1998, March 17, 1998 (and
Amendment No. 1 thereto filed April 3, 1998, Amendment No. 2 thereto filed
June 22, 1998, Amendment No. 3 thereto filed July 2, 1998, Amendment No. 4
thereto filed August 6, 1998, Amendment No. 5 thereto filed September 4,
1998, and Amendment No. 6 thereto filed September 25, 1998), September 2,
1998, October 1, 1998, November 2, 1998 (and Amendment No. 1 thereto filed
November 24, 1998, Amendment No. 2 thereto filed December 7, 1998, and
Amendment No. 3 thereto filed December 14, 1998) and December 21, 1998; and
(3) The description of the Class A Common Stock contained in AIMCO's
Registration Statement on Form 8-A (File No. 1-13232) filed July 19, 1994,
including any amendment or report filed for the purpose of updating such
information.
All documents subsequently filed by AIMCO pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
AIMCO's Charter limits the liability of AIMCO's directors and
officers to AIMCO and its stockholders to the fullest extent permitted from
time to time by Maryland law. Maryland law presently permits the liability
of directors and officers to a corporation or its stockholders for money
damages to be limited, except (i) to the extent that it is proved that the
director or officer actually received an improper benefit or profit in
money, property or services for the amount of the benefit or profit in
money, property or services actually received, or (ii) if a judgment or
other final adjudication is entered in a proceeding based on a finding that
the director's or officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. This provision does not limit the ability of
AIMCO or its stockholders to obtain other relief, such as an injunction or
recission.
AIMCO's Charter and Bylaws require AIMCO to indemnify its directors,
officers and certain other parties to the fullest extent permitted from
time to time by Maryland law. The Maryland General Corporation Law permits
a corporation to indemnify its directors, officers and certain other
parties against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to
which they may be made a party by reason of their service to or at the
request of the corporation, unless it is established that (i) the act or
omission of the indemnified party was material to the matter giving rise to
the proceeding and (x) was committed in bad faith or (y) was the result of
active and deliberate dishonesty, (ii) the indemnified party actually
received an improper personal benefit in money, property or services or
(iii) in the case of any criminal proceeding, the indemnified party had
reasonable cause to believe that the act or omission was unlawful.
Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided however, that if the
proceeding is one by or in the right of the corporation, indemnification
may not be made with respect to any proceeding in which the director or
officer has been adjudged to be liable to the corporation. In addition, a
director or officer may not be indemnified with respect to any proceeding
charging improper personal benefit to the director or officer in which the
director or officer was adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an
entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite
standard or conduct required for indemnification to be permitted. It is the
position of the Securities and Exchange Commission that indemnification of
directors and officers for liabilities arising under the Securities Act is
against public policy and is unenforceable pursuant to Section 14 of the
Securities Act.
AIMCO has entered into agreements with certain of its officers,
pursuant to which AIMCO has agreed to indemnify such officers to the
fullest extent permitted by applicable law.
The Third Amended and Restated Agreement of Limited Partnership of
AIMCO Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), as amended through and in effect on the date hereof (the
"Operating Partnership Agreement"), also provides for indemnification of
AIMCO, or any director or officer of AIMCO, in its capacity as the previous
general partner of the Operating Partnership, from and against all losses,
claims, damages, liabilities, joint or several, expenses (including legal
fees), fines, settlements and other amounts incurred in connection with any
actions relating to the operations of the Operating Partnership, as set
forth in the Operating Partnership Agreement.
Section 6.7 of the 1996 Stock Incentive Plan for Officers, Directors
and Key Employees of Ambassador Apartments, Inc., Ambassador Apartments,
L.P. and Subsidiaries (as amended, the "1996 Plan"), and Section 6.7 of the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
(the "1994 Plan") specifically provide that, to the fullest extent
permitted by law, each of the members of the Board of Directors of AIMCO
(the "Board"), the Compensation Committee of the Board and each of the
directors, officers and employees of AIMCO, any AIMCO subsidiary, the
Operating Partnership and any subsidiary of the Operating Partnership shall
be held harmless and indemnified by AIMCO for any liability, loss
(including amounts paid in settlement), damages or expenses (including
reasonable attorney's fees) suffered by virtue of any determinations, acts
or failures to act, or alleged acts or failures to act, in connection with
the administration of the 1996 Plan or the 1994 Plan, as the case may be,
so long as such person is not determined by a final adjudication to be
guilty of willful misconduct with respect to such determination, action or
failure to act.
The Insignia 1992 Stock Incentive Plan, as amended and supplemented
from time to time, does not provide for indemnification for any director,
officer or employee of AIMCO, any AIMCO subsidiary or the Operating
Partnership or any subsidiary of the Operating Partnership.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Specimen certificate for Class A Common Stock (incorporated by
reference from AIMCO's registration statement on Form 8-A filed
on July 19, 1994).
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the
Securities offered hereby.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, L.L.P.
regarding the validity of the Securities offered hereby.
23.1 Consent of Ernst & Young LLP, Dallas, Texas.
23.2 Consent of Ernst & Young LLP, Chicago, Illinois.
23.3 Consent of Ernst & Young LLP, Greenville, South Carolina.
23.4 Consent of Ernst & Young LLP, Denver, Colorado.
23.5 Consent of Ernst & Young LLP, Indianapolis, Indiana.
23.6 Consent of Beers and Cutler PLLC.
23.7 Consent of Piper & Marbury L.L.P. (included in its opinion
filed as Exhibit 5.1).
23.8 Consent of Ballard Spahr Andrews & Ingersoll, L.L.P.
(included in its opinion filed as Exhibit 5.2).
24.1 Power of Attorney (included on page II-6).
ITEM 9. UNDERTAKINGS.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement
and to include any prospectus required by
Section 10(a)(3) of the Securities Act; to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
this thirty-first day of December, 1998.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By /s/ Peter K. Kompaniez
---------------------------------
Name: Peter K. Kompaniez
Title: Vice Chairman, President and
Director
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry Considine and Peter
K. Kompaniez, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any
amendments to this registration statement (including post-effective
amendments), and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Terry Considine Chairman of the Board and Chief
------------------------ Executive Officer
Terry Considine (Principal Executive Officer) December 31, 1998
/s/ Peter K. Kompaniez Vice Chairman, President
- ------------------------- and Director December 31, 1998
Peter K. Kompaniez
/s/ Richard S. Ellwood Director December 31, 1998
- ------------------------
Richard S. Ellwood
/s/ J. Landis Martin Director December 31, 1998
- ------------------------
J. Landis Martin
/s/ Thomas L. Rhodes Director December 31, 1998
- ------------------------
Thomas L. Rhodes
/s/ John D. Smith Director December 31, 1998
- ------------------------
John D. Smith
/s/ Troy D. Butts Senior Vice President December 31, 1998
- ------------------------- and Chief Financial Officer
Troy D. Butts (Principal Financial Officer
and Principal Accounting
Officer)
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Specimen certificate for Class A Common Stock (incorporated by
reference from AIMCO's registration statement on Form 8-A filed
on July 19, 1994).
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the
Securities offered hereby.
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, L.L.P.
regarding the validity of the Securities offered hereby.
23.1 Consent of Ernst & Young LLP, Dallas, Texas.
23.2 Consent of Ernst & Young LLP, Chicago, Illinois.
23.3 Consent of Ernst & Young LLP, Greenville, South Carolina.
23.4 Consent of Ernst & Young LLP, Denver, Colorado.
23.5 Consent of Ernst & Young LLP, Indianapolis, Indiana.
23.6 Consent of Beers and Cutler PLLC.
23.7 Consent of Piper & Marbury L.L.P. (included in its opinion
filed as Exhibit 5.1).
23.8 Consent of Ballard Spahr Andrews & Ingersoll, L.L.P. regarding
the validity of the Securities offered hereby (included in its
opinion filed as Exhibit 5.2).
24.1 Power of Attorney (included on page II-6).
EXHIBIT 5.1
OPINION OF PIPER & MARBURY L.L.P.
LETTERHEAD OF PIPER & MARBURY L.L.P.
January 11, 1999
Apartment Investment and Management Company
1873 South Bellaire Street, Suite 1700
Denver, Colorado 80222
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended (the
"Act"), pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") of the Company to be filed with the Securities and Exchange
Commission (the "Commission"), of up to 241,948 shares of Class A Common
Stock, par value $.01 per share, of the Company (the "Shares") to be issued
pursuant to the 1994 Stock Incentive Plan for Officers, Directors and Key
Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P. and
Subsidiaries and the 1996 Stock Incentive Plan for Officers, Directors and
Key Employees of Ambassador Apartments, Inc., Ambassador Apartments, L.P.
and Subsidiaries (collectively, the "Plans"), in each case in connection
with the transactions contemplated by the Agreement and Plan of Merger (the
"Agreement"), dated as of December 23, 1997, and supplemented by letter as
of March 11, 1998, between the Company and Ambassador Apartments, Inc., a
Maryland corporation.
In our capacity as special Maryland counsel, we have reviewed
originals or copies, certified or otherwise identified to our satisfaction,
of the following documents:
(a) the Registration Statement,
(b) the Charter of the Company, certified by the Department of
Assessments and Taxation of the State of Maryland (the "MSDAT"), and
By-Laws of the Company, as amended and restated and in effect on the
date hereof,
(c) the Plans,
(d) minutes of the proceedings of the Board of Directors of the
Company authorizing the Agreement,
(e) an Officer's Certificate of the Company dated the date
hereof (the "Certificate"), and
(f) such other documents as we have deemed necessary.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies
(and the authenticity of the originals of such copies), and the accuracy
and completeness of all public records reviewed by us. In making our
examination of documents executed by parties other than the Company, we
have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder, and we have also assumed the
due authorization by all requisite action, corporate or other, and the
valid execution and delivery of such parties of such documents and the
validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely on the
Certificate. We assume that the Company will have at the time of exercise
of each option granted under the Plans at least that number of authorized
but unissued shares of Class A Common Stock of the Company equal to the
number of shares then being exercised under such option.
Based upon the foregoing, having regard for such legal
considerations as we deem relevant, and limited in all respects to
applicable Maryland law, we are of the opinion and so advise you that upon
the issuance and delivery of the Shares in accordance with the terms set
forth in the Agreement, the Shares will have been duly and validly
authorized and will be validly issued, fully paid, and nonassessable.
In addition to the qualifications set forth above, this opinion
is subject to the qualification that we express no opinion as to the laws
of any jurisdiction other than the State of Maryland. This opinion concerns
only the effect of the laws (exclusive of the securities or "blue sky" laws
and the principles of conflict of laws) of the State of Maryland as
currently in effect. We assume no obligation to supplement this opinion if
any applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might change
this opinion.
This opinion is for the use of the Company in connection with
the Registration Statement. This opinion is limited to the matters set
forth herein, and no other opinion should be
inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm and to our
opinion included in the Registration Statement.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
EXHIBIT 5.2
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, L.L.P.
LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, L.L.P.
January 11, 1999
Apartment Investment and Management Company
17th Floor
1873 South Bellaire Street, Suite 1700
Denver, Colorado 80222
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection
with certain matters of Maryland law arising out of the registration of up
to 150,000 shares of Class A Common Stock (the "Shares"), $.01 par value
per share, of the Company (the "Common Stock"), covered by the
above-referenced Registration Statement, and all amendments thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "1933 Act"). The Shares will be issued pursuant to the Insignia 1992
Stock Incentive Plan, as amended and supplemented from time to time (the
"Plan"), in each case in connection with the transactions contemplated by
the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 26, 1998 by and among the Company, AIMCO
Properties, L.P., a Delaware limited partnership, Insignia Financial Group,
Inc., a Delaware corporation, and Insignia/ESG Holdings, Inc., a Delaware
corporation. Capitalized terms used but not defined shall have the meanings
assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement, including the related form of
prospectus included therein, in the form in which it was transmitted to the
Securities and Exchange Commission under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of
a recent date by the State Department of Assessments and Taxation of
Maryland (the "SDAT");
3. The Bylaws (the "Bylaws") of the Company, certified
as of a recent date by an officer of the Company;
4. Resolutions adopted by the Board of Directors of the Company
relating to (i) the execution, delivery and performance of the Merger
Agreement and the consummation by the Company of the transactions
contemplated thereby and (ii) the issuance of the Shares pursuant to the
Plan (the "Directors' Resolutions"), certified as of a recent date by an
officer of the Company;
5. The form of certificate representing a share of the
Common Stock;
6. A certificate of the SDAT as of a recent date as to
the good standing of the Company;
7. A certificate executed by an officer of the Company, dated
the date hereof (the "Officer's Certificate");
8. A fully executed counterpart of the Merger Agreement,
certified as of a recent date by an officer of the Company;
9. A copy of the Plan, certified as of a recent date by an
officer of the Company; and
10. Such other documents and matters as we have deemed
necessary or appropriate to express the opinions set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinions set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do
so.
2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. Any Documents submitted to us as originals are authentic.
The form and content of any Documents submitted to us as unexecuted drafts
do not differ in any respect relevant to this opinion from the form and
content of such Documents as executed and delivered. Any Documents
submitted to us as certified, facsimile or photostatic copies conform to
the original documents. All public records reviewed or relied upon by us or
on our behalf are true and complete. All statements and information
contained in the Documents are true and complete. There has been no oral or
written modification of or amendment to any of the Documents, and there has
been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. Upon the due execution, countersignature and delivery of
certificates representing the Shares, the Shares will be duly authorized
and, when and if delivered in accordance with the Charter, the Merger
Agreement, the Plan and the Directors' Resolutions, will be (assuming that,
upon issuance, the total number of shares of Common Stock issued and
outstanding will not exceed the total number of shares of Common Stock that
the Company is then authorized to issue) validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
federal or state securities laws, including the securities laws of the
State of Maryland, or as to federal or state laws regarding fraudulent
transfers. To the extent that any matter as to which our opinion is
expressed herein would be governed by any jurisdiction other than the State
of Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to
the Securities and Exchange Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in any manner
to, or delivered to any person or entity (other than Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to the Company) without, in each instance, our
prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Apartment Investment and Management Company pertaining to the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries,
the 1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
and the Insignia 1992 Stock Incentive Plan, of our report dated March 6,
1998, except for Note 25, as to which the date is March 17, 1998, with
respect to the consolidated financial statements and schedule of Apartment
Investment and Management Company included in its Annual Report (Form
10-K/A) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
January 4, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Apartment Investment and Management Company (AIMCO)
pertaining to the 1994 and 1996 Stock Incentive Plans for Officers,
Directors and Key Employees of Ambassador Apartments, Inc. (Ambassador),
Ambassador Apartments, L.P. and Subsidiaries and the Insignia 1992 Stock
Incentive Plan, of our report dated January 30, 1998 (except for Note 19,
as to which the date is March 5, 1998), with respect to the consolidated
financial statements and schedule of Ambassador as of December 31, 1997 and
1996, and for each of the three years in the period ended December 31,
1997, included in AIMCO's Current Report on Form 8-K dated March 17, 1998
(as amended on April 3, 1998), and our report dated January 27, 1997
(except for Note 15, as to which the date is March 13, 1997 and Note 2(J),
as to which the date is March 31, 1997), with respect to the consolidated
financial statements and schedule of Ambassador as of December 31, 1996 and
1995, and for each of the two years in the period ended December 31, 1996
and the period from August 31, 1994 through December 31, 1994, and the
combined financial statements of Prime Properties (Predecessor to
Ambassador) for the period from January 1, 1994 through August 30, 1994,
included in Amendment No. 1 filed on February 6, 1998 to AIMCO's Current
Report on Form 8-K dated December 23, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
January 4, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Apartment Investment and
Management Company's Registration Statement (Form S-8) pertaining to the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries,
the 1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
and the Insignia 1992 Stock Incentive Plan, of our report dated February
13, 1998, except for Note 20, as to which the date is March 19, 1998, with
respect to the consolidated financial statements of Insignia Financial
Group, Inc. as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997 included as exhibit 99.2 in
Apartment Investment and Management Company's Current Report on Form 8-K
dated March 17, 1998 (and Amendment No. 1 thereto filed April 3, 1998),
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 4, 1999
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Apartment Investment and Management Company pertaining to the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries,
the 1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
and the Insignia 1992 Stock Incentive Plan, of our reports (i) dated June
26, 1998 with respect to the Combined Historical Summary of Gross Income
and Direct Operating Expenses of Cirque Apartment Communities included in
Apartment Investment and Management Company's Current Report on Form 8-K
dated November 2, 1998; and (ii) dated November 10, 1998 with respect to
the Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments included in Apartment Investment and
Management Company's Current Report on Form 8-K dated December 21, 1998,
all filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Denver, Colorado
January 4, 1999
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Apartment Investment and Management Company pertaining to the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries,
the 1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
and the Insignia 1992 Stock Incentive Plan, of our report dated March 27,
1998, except for Note 1, as to which the date is September 24, 1998, with
respect to the Historical Summary of Gross Income and Direct Operating
Expenses of Sun Lake Apartments for each of the three years in the period
ended December 31, 1997 included in Amendment No. 3 to Apartment Investment
and Management Company's Current Report on Form 8-K dated November 2, 1998
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
January 4, 1999
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Apartment Investment and Management Company pertaining to the
1994 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries,
the 1996 Stock Incentive Plan for Officers, Directors and Key Employees of
Ambassador Apartments, Inc., Ambassador Apartments, L.P. and Subsidiaries
and the Insignia 1992 Stock Incentive Plan, of our reports (i) dated
February 11, 1998, except for Note 1 as to which the date is October 16,
1998, with respect to the Combined Historical Summary of Gross Income and
Direct Operating Expenses of Realty Investment Apartment Communities I
included in Apartment Investment and Management Company's Current Report on
Form 8-K dated November 2, 1998 and (ii) dated January 28, 1998, except for
Note 1 as to which the date is July 24, 1998, with respect to the Combined
Historical Summary of Gross Income and Direct Operating Expenses of Realty
Investment Apartment Communities II included in Apartment Investment and
Management Company's Current Report on Form 8-K dated November 2, 1998, all
filed with the Securities and Exchange Commission.
/s/ BEERS & CUTLER PLLC
Washington, D.C.
January 4, 1999
