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EXHIBIT 5.1
[PIPER, MARBURY, RUDNICK & WOLFE LLP LETTERHEAD]
December 22, 2000
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We have acted as special 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"), on a
Registration Statement of the Company on Form S-3 (Registration No. 333-_____)
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") of 2,943,820 shares (the "Shares") of Class A
Common Stock, par value $.01 per share, of the Company (the "Common Stock").
This opinion is being provided at your request in connection with the filing of
the Registration Statement.
The Shares (plus such additional shares as may be issued pursuant to
certain antidilution and market formula provisions) may be issued by the Company
from time to time as follows:
(a) up to 840,645 Shares (rounded) in exchange for up to 840,645
common limited partnership units (the "Common OP Units") of AIMCO
Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), tendered for exchange and subsequently offered for sale from
time to time by certain stockholders (the "Common OP Exchange Shares"), and
(b) up to 2,103,175 Shares (rounded) in exchange for up to 1,682,485
Class Three preferred limited partnership units (the "Preferred
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
December 22, 2000
Page 2
OP Units") of the Operating Partnership tendered for exchange and
subsequently offered for sale from time to time by certain stockholders
(the "Preferred OP Exchange Shares").
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(a) the Registration Statement,
(b) the Charter and By-Laws of the Company,
(c) the Agreement of Limited Partnership of the Operating Partnership,
as amended to date (the "OP Partnership Agreement"),
(d) the proceedings of the Board of Directors of the Company or a
committee thereof relating to the authorization and issuance of the Shares,
(e) a Certificate of the Secretary of the Company (the "Certificate"),
and
(f) such other statutes, certificates, instruments, and documents
relating to the Company and matters of law as we have deemed necessary to
the issuance of this opinion.
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 by 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 upon the Certificate.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
December 22, 2000
Page 3
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 advise you that:
(1) The Common OP Exchange Shares to be issued in exchange for the
Common OP Units tendered for exchange have been duly authorized and, upon
exchange of such Common OP Units in accordance with the terms of the OP
Partnership Agreement and issuance and delivery of stock certificates
representing the Common OP Exchange Shares, will be validly issued, fully
paid, and non-assessable.
(2) The Preferred OP Exchange Shares to be issued in exchange for the
Preferred OP Units tendered for exchange have been duly authorized and,
upon exchange of such Preferred OP Units in accordance with the terms of
the OP Partnership Agreement and issuance and delivery of stock
certificates representing the Preferred OP Exchange Shares, will be validly
issued, fully paid, and non-assessable. The number of Preferred OP Exchange
Shares to be issued has been computed based upon an assumed market value at
the time of the exchange. The actual number of such Preferred OP Exchange
Shares will change as market values change.
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. We assume that (i) the Common OP
Units have been validly issued by the OP Partnership, (ii) the Preferred OP
Units have been validly issued by the OP Partnership, and (iii) the issuance of
the Shares will not cause (A) the Company to issue shares of Common Stock in
excess of the number of shares of such class authorized by the Company's Charter
at the time of issuance of the Shares and (B) any person to violate any of the
Initial Holder Limit, the Look-Through Ownership Limit, or the Ownership Limit
provisions of the Company's Charter. 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 limited to the
matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
December 22, 2000
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ PIPER, MARBURY, RUDNICK & WOLFE LLP
