May 3, 2018
American Campus Communities, Inc.
12700 Hill Country Blvd., SuiteT-200
Austin, Texas 78738
Ladies and Gentlemen:
We have acted as counsel to American Campus Communities, Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on FormS-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the offer and sale of up to 3,500,000 shares (the “Shares”) of the common shares, par value $0.01 par value per share (the “Common Stock”), that may be issued pursuant to the American Campus Communities, Inc. 2018 Incentive Award Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Maryland General Corporation Law (which includes applicable provisions of the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of Common Stock of the Company will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Dentons US LLP
DENTONS US LLP