Exhibit 5.1
| | | | |
| | | | 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 |
August 19, 2020
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 issuance and sale of up to 14,950,000 Class A common shares of beneficial interest, $0.01 par value per share of the Company (including 1,950,000 shares that may be issued upon the exercise of the underwriters’ option to purchase additional shares) (the “Class A common shares”), pursuant to the terms of the Underwriting Agreement dated August 17, 2020 among the Company, American Homes 4 Rent, L.P. and BofA Securities, Inc. and Morgan Stanley & Co. LLC (the “Underwriting Agreement”). The offering of the Class A common shares by the Company is being made pursuant to a prospectus supplement dated August 17, 2020 and the accompanying prospectus dated June 17, 2020 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-239227) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-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 Class A common shares will not be issued in violation of the ownership limits 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 Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
