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EXHIBIT 5.1
[SHAW PITTMAN LETTERHEAD]
January 11, 2001
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 counsel for Apartment Investment and Management Company, a
Maryland corporation qualified for federal tax purposes as a real estate
investment trust (the "Company"), in connection with the Company's issuance
pursuant to a Registration Statement on Form S-4 (File No. 333-51154) (together
with all amendments thereto, the "Registration Statement") of (i) an aggregate
of up to 2,415,040 shares of Class A common stock, par value $.01 per share (the
"Class A Stock"), and an aggregate of up to 4,000,000 shares of Class P
Convertible Cumulative preferred stock, par value $.01 per share (the "Class P
Stock," and, together with the Class A Stock, the "Merger Stock"), of the
Company pursuant to an Agreement and Plan of Merger, dated as of November 29,
2000 (the "Merger Agreement"), by and among the Company, AIMCO Properties, L.P.
(the Company's operating partnership), AIMCO/OTEF, LLC (a subsidiary of the
Company's operating partnership), and Oxford Tax Exempt Fund II Limited
Partnership, a publicly traded Maryland limited partnership ("OTEF"), pursuant
to which AIMCO/OTEF, LLC will be merged with and into OTEF (the "Merger"), with
OTEF as the surviving entity, and (ii) an aggregate of up to 1,785,715 shares of
Class A common stock, par value $.01 per share (the "Conversion Common Stock"),
which may be issued from time to time upon conversion of the Class P Stock.
As counsel for the Company, we have participated in the preparation of the
Registration Statement, the Merger Agreement and the other agreements,
certificates and documents executed and delivered pursuant to the Merger
Agreement. In rendering our opinion, we have also examined the following:
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Apartment Investment and Management Company
January 11, 2001
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1. the Restated Certificate of Incorporation of the Company, as amended,
as certified by the Secretary of the Company as of the date hereof
(the "Certificate of Incorporation");
2. the Articles Supplementary with respect to the Class P Stock, as
certified by the Secretary of the Company as of the date hereof (the
"Class P Articles Supplementary");
3. the By-Laws of the Company as in effect on the date hereof, as
certified by the Secretary of the Company as of the date hereof (the
"By-Laws");
4. resolutions of the Executive Committee of the Board of Directors of
the Company adopted as of November 29, 2000 and resolutions of the
Board of Directors of the Company adopted on April 21, 1999 and
December 4, 2000, each as certified by the Secretary of the Company as
of the date hereof;
5. an executed copy of the Merger Agreement; and
6. the Registration Statement.
In our examination of the foregoing, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or facsimile copies and the authenticity of the originals of such
latter documents, and the legal capacity of natural persons.
As to any facts material to the opinions expressed herein, we have relied
upon a certificate of officers of the Company. We have not investigated or
verified the accuracy of such factual matters. We also have made such inquiry of
officers and representatives of the Company as we determined to be necessary in
order to give such opinions.
In rendering this opinion, we have assumed that each party (other than the
Company) that has executed or will execute an agreement to which the Company is
a party has all requisite power and authority and has taken all necessary action
to execute and deliver such agreement and to perform the transactions
contemplated thereby, and that each such agreement is the legal, valid and
binding obligation of such party (other than the Company) enforceable against
such party in accordance with its terms.
Based upon the foregoing and subject to the limitations and qualifications
hereinafter set forth, we are of the opinion that:
1. The issuance of the Merger Stock has been duly authorized by all
necessary corporate action on the part of the Company, and, when
issued and delivered by the Company in accordance with the terms of
the Merger Agreement, against
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Apartment Investment and Management Company
January 11, 2001
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payment of the consideration set forth therein, the Merger Stock will
be validly issued, fully paid and non-assessable.
2. The issuance of the Conversion Common Stock has been duly authorized
by all necessary corporate action on the part of the Company, and,
when issued and delivered upon conversion of the Class P Stock in
accordance with the terms of the Class P Articles Supplementary, the
Conversion Common Stock will be validly issued, fully paid and
non-assessable.
The foregoing opinions are, with your concurrence, predicated upon and
qualified by the following:
a. The foregoing opinions are based upon and are limited to the
published compilations of the General Corporation Law of the
State of Maryland and the relevant laws of the United States of
America. We render no opinion with respect to the laws of any
other jurisdiction.
b. Our opinions are based upon and limited to laws and regulations
as in effect on the date of this letter, and our knowledge of the
facts relevant to such opinions as of the date of this letter. As
used above, the phrase "our knowledge" signifies that, in the
course of our representation of the Company in matters with
respect to which we have been engaged by the Company as legal
counsel, no information has come to our attention that would give
us actual knowledge that any such facts relevant to such opinions
are not accurate or that any of the information on which we have
relied is not accurate and complete. Except as otherwise stated
herein, we have undertaken no investigation or verification of
such matters. We have not undertaken to communicate the substance
or details of this transaction to all attorneys in our firm who
have performed services for the Company as counsel on other
matters. The words "our knowledge" are intended to be limited to
the actual knowledge of the attorneys in our firm who are
familiar with this opinion, the proposed transaction and related
matters.
c. We assume no obligation to update the opinions set forth herein.
d. Our opinions are limited to the matters set forth in this letter,
and no other opinions should be inferred beyond the matters
expressly stated.
e. Except to the extent expressly set forth above, in rendering the
opinions set forth herein we have relied upon the assumptions set
forth in Section 4 of the Third-Party Legal Opinion Report,
including the Legal Opinion Accord (the "Accord"), of the Section
of Business Law of the American Bar Association, dated 1991, and,
except to the extent expressly set forth above,
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Apartment Investment and Management Company
January 11, 2001
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this opinion does not address the legal issues set forth in
Section 19 of the Accord.
We are furnishing this opinion to you solely in connection with the
Registration Statement and the transactions contemplated therein. This opinion
is solely for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other person
without our express written permission.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption
"Legal Matters" in the prospectus/information statement that constitutes a part
of the Registration Statement. By giving such consent, we do not 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 and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Shaw Pittman
Shaw Pittman
