<PAGE> 1
EXHIBIT 8.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
November 20, 2000
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Re: Certain Federal Income Tax Consequences
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") for
sale, from time to time, of shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), of Apartment Investment and Management Company,
a Maryland corporation ("AIMCO"), by certain stockholders pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"). All
capitalized terms used herein, unless otherwise specified, shall have the
meanings assigned to them in the Registration Statement.
In connection with the offering and with certain previous
offerings of Class A Common Stock by AIMCO, we have acted as special counsel to
AIMCO, and we have assisted in the preparation of the Registration Statement and
certain other documents. In formulating our opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Registration Statement and such other documentation and information provided by
you as is relevant to the Offering and necessary to prepare the Registration
Statement or as we have deemed necessary or appropriate as a basis for the
opinion set forth herein. In addition, you have provided us with certain
representations and covenants of officers of AIMCO relating to, among other
things, the actual and proposed operation of AIMCO. In rendering our opinion, we
have relied upon statements, representations and covenants of officers of AIMCO
and have assumed that such statements, representations
<PAGE> 2
and covenants are true as of the date hereof without regard to any qualification
as to knowledge and belief. For purposes of our opinion, we have not made an
independent investigation of the facts set forth in such representations, the
partnership agreements and organizational documents for each of the partnerships
and limited liability companies in which AIMCO holds a direct or indirect
interest (the "Subsidiaries"), the Registration Statement or any other
document. We have, consequently, assumed and relied on your representations that
the information presented in such documents or otherwise furnished to us
accurately and completely describes all material facts relevant to our opinion.
No facts have come to our attention, however, that would cause us to question
the accuracy and completeness of such facts or documents in a material way. We
have also relied upon the opinion of Altheimer & Gray dated May 8, 1998 with
respect to the qualification of Ambassador Apartments, Inc., a Maryland
corporation, as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended (the "Code") for its taxable year ended
December 31, 1994 and all subsequent taxable years ending on or before May 8,
1998 (including the short taxable year ending on May 8, 1998). In addition, we
have assumed the qualification of Insignia Properties Trust as a REIT under the
Code and have relied upon the opinion of Akin, Gump, Strauss, Hauer & Field,
L.L.P. dated November 1, 1998 in this regard. We have also assumed that the
shares of Class A Common Stock will be duly authorized and, when issued in
accordance with the resolutions providing for their issuance, will be validly
issued and will be fully paid and nonassessable.
In rendering our opinion, we have assumed that the
transactions contemplated by the foregoing documents have been or will be
consummated in accordance with the operative documents, and that such documents
accurately reflect the material facts of such transactions. In addition, our
opinion is based on the correctness of the following specific assumptions: (i)
each of AIMCO, the Subsidiaries, AIMCO/NHP Holdings, Inc., AIMCO/NHP
Properties, Inc., NHP Management Company, NHP A&R Services, Inc., and each
"qualified REIT subsidiary" of AIMCO (within the meaning of section 856(i)(2) of
the Code), has been and will continue to be operated in accordance with the laws
of the jurisdiction in which it was formed and in the manner described in the
relevant organizational documents and in the Registration Statement (including
any documents incorporated therein by reference) and (ii) there have been no
changes in the applicable laws of the State of Maryland or any other state under
the laws of which any of the Subsidiaries have been formed. In rendering our
opinion, we have also considered and relied upon the Code, the regulations
promulgated thereunder (the "Regulations"), administrative rulings and the other
interpretation of the Code and the Regulations by the courts and the Internal
Revenue Service, all as they exist as of the date hereof. With respect to
2
<PAGE> 3
the latter assumption, it should be noted that the Code, Regulations, judicial
decisions, and administrative interpretations are subject to differing
interpretations or to change at any time and, in some circumstances, with
retroactive effect. Any material change which is made after the date hereof in
any of the foregoing bases for our opinion could affect our conclusions herein.
We express no opinion as to the laws of any jurisdiction other
than the Federal laws of the United States of America to the extent specifically
referred to herein.
Based on and subject to the foregoing, we are of the opinion
that:
1. Commencing with AIMCO's initial taxable year ended
December 31, 1994, AIMCO was organized in conformity with the
requirements for qualification as a REIT under the Code, and
its actual method of operation has enabled, and its proposed
method of operation will enable, AIMCO to meet the
requirements for qualification and taxation as a REIT. As
noted in the Registration Statement, AIMCO's qualification and
taxation as a REIT depend upon its ability to meet, through
actual annual operating results, certain requirements
including requirements relating to distribution levels and
diversity of stock ownership, and the various qualification
tests imposed under the Code, the results of which are not
reviewed by us. Accordingly, no assurance can be given that
the actual results of AIMCO's operation for any one taxable
year satisfy the requirements for taxation of a REIT under the
Code.
2. Although the discussion set forth in the
Registration Statement under the caption "UNITED STATES
FEDERAL INCOME TAXATION OF AIMCO AND AIMCO STOCKHOLDERS" does
not purport to discuss all possible United States Federal
income tax consequences of the purchase, ownership and
disposition of the Class A Common Stock, such discussion,
although general in nature, constitutes, in all material
respects, a fair and accurate summary under current law of
certain material United States Federal income tax consequences
of the purchase, ownership and disposition of the Class A
Common Stock by a holder who purchases such Class A Common
Stock, subject to the qualifications set forth therein. The
United States Federal income tax consequences of an investment
in the Class A Common Stock by an investor will depend upon
that holder's
3
<PAGE> 4
particular situation, and we express no opinion as to the
completeness of the discussion set forth in "UNITED STATES
FEDERAL INCOME TAXATION OF AIMCO AND AIMCO STOCKHOLDERS" as
applied to any particular holder.
Other than as expressly stated above, we express no opinion on
any issue relating to AIMCO, the Subsidiaries or to any investment therein.
This opinion is intended for the exclusive use of the person
to whom it is addressed, except as set forth herein, and it may not be used,
circulated, quoted or relied upon for any other purpose without our prior
written consent. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Skadden, Arps, Slate, Meagher &
Flom LLP under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules or regulations of the Securities and Exchange
Commission thereunder. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes of the matters
stated, represented, covenanted, or assumed herein or any subsequent changes in
applicable law.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
4
