<PAGE> 1
EXHIBIT 8.1
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
December 22, 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
<PAGE> 2
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 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,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4
