Exhibit 5.1
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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
This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that (i) the Outstanding Shares have been duly authorized, validly issued, fully paid, and arenon-assessable, and (ii) the Exchange Shares, to the extent issued upon exchange of units of partnership interest in American Homes 4 Rent, L.P. in accordance with the Agreement of Limited Partnership of American Homes 4 Rent, L.P, as amended, will be duly authorized, validly issued, fully paid, andnon-assessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form8-K on the date hereof, which Form8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP