Exhibit 5
August 21, 2000
AmeriVest Properties Inc.
1800 Glenarm Place, Suite 500
Denver, CO 80202
Gentlemen and Ladies:
We have acted as counsel for AmeriVest Properties Inc. (the "Company") in
connection with the registration on Form S-3 under the Securities Act of 1933,
as amended, of 1,000,000 shares of the Company's $.001 par value common stock
(the "Common stock") issuable pursuant to the Company's Dividend Reinvestment
Plan (the "Plan").
We have examined the Company's Articles Of Incorporation, its Bylaws, and
the record of its corporate proceedings with respect to the registration
described above. In addition, we have examined such other certificates,
agreements, documents and papers, and we have made such other inquiries and
investigations of law as we have deemed appropriate and necessary in order to
express the opinion set forth in this letter. In our examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 1,000,000 shares of
Common stock whose issuance is being registered by the Company will be, if and
when sold and delivered as described in the Plan and the Company's Registration
Statement on Form S-3 (the "Registration Statement"), legally issued, fully paid
and nonassessable shares of the Company's Common Stock.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering and to the filing of this opinion as an
exhibit to the Company's Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
