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EXHIBIT 8.1
[SHAW PITTMAN LETTERHEAD]
January 11, 2001
Apartment Investment and Management Company
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 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, 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"), of the Company pursuant
to an Agreement and Plan of Merger, dated as of November 29, 2000, 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, 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, which
may be issued from time to time upon conversion of the Company's Class P Stock.
We have reviewed the factual statements made in the Registration Statement
and made such inquiry relevant to the accuracy and completeness of such
statements as we deem appropriate under the circumstances. We are relying on
such factual statements in rendering the opinion expressed below.
We confirm that the discussion contained in the Registration Statement
under the captions "Summary -- U.S. Federal Income Tax Consequences of the
Merger" and "Special Factors Regarding the Merger -- U.S. Federal Income Tax
Consequences of the Merger" constitutes our opinion with respect to the matters
thereto as of the date hereof. In rendering this opinion, we expressly
incorporate the statements set forth in the "Summary -- U.S. Federal Income Tax
Consequences of the Merger" and "Special Factors Regarding the Merger -- U.S.
Federal Income Tax Consequences of the Merger" sections of the Registration
Statement, and we
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expressly incorporate the limitations on the matters covered by those sections
that are set forth therein.
The opinion expressed above is limited to the federal tax laws of the
United States of America and is based upon existing provisions of the U.S.
Internal Revenue Code, the Treasury regulations thereunder, and reported
interpretations thereof by the Internal Revenue Service or the courts in effect
as of the date hereof, all of which are subject to change, potentially
retroactively.
We are furnishing this opinion to you solely in connection with the
Registration Statement. 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
