Exhibit 5.1
| | |
![LOGO](https://capedge.com/proxy/8-K/0001193125-19-052089/g715543g0226075239654.jpg) | | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
February 26, 2019
Board of Trustees
American Homes 4 Rent
30601 Agoura Road, Suite 200
Agoura Hills, California 91301
Ladies and Gentlemen:
We are acting as counsel to American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to 6,970,737 Class A common shares of beneficial interest, par value $0.01 per share (the “Shares”), of the Company by the selling securityholders named in a prospectus supplement dated February 26, 2019 (the “Prospectus Supplement”), pursuant to the Prospectus Supplement and the accompanying prospectus dated August 4, 2017 (such documents, collectively, the “Prospectus”) that form a part of the Company’s effective shelf registration statement on FormS-3 (FileNo. 333-219720), filed with the Securities and Exchange Commission on August 4, 2017 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Shares include outstanding Class A common shares (the “Outstanding Shares”) and Class A common shares that may be issued in the future upon exchange of units of partnership interest in American Homes 4 Rent, L.P. (the “Exchange Shares”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of RegulationS-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares were not and will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement of Declaration of Trust, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington DC Associated offices: Budapest Jakarta Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com