Exhibit 5.1
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| | 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 |
January 24, 2022
Board of Trustees
American Homes 4 Rent
23975 Park Sorrento, Suite 300
Calabasas, California 91302
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 23,000,000 Class A common shares of beneficial interest, $0.01 par value per share of the Company (including up to 3,000,000 shares issued upon the exercise of the underwriters’ option to purchase additional shares) (the “Class A common shares”), pursuant to the terms of (i) the Underwriting Agreement, dated January 19, 2022 (the “Underwriting Agreement”), among the Company, American Homes 4 Rent, L.P., BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule I thereto, BofA Securities, Inc. (as agent for Bank of America, N.A.) and J.P. Morgan Securities LLC (as agent for JPMorgan Chase Bank, National Association), as the forward sellers (the “Forward Sellers”) and Bank of America, N.A. and JPMorgan Chase Bank, National Association, as the forward purchasers (the “Forward Purchasers”), (ii) the letter agreements, dated January 19, 2022, by and between the Company and each of the Forward Purchasers (the “Initial Forward Sale Agreements”), and (iii) the letter agreements, dated January 20, 2022, by and between the Company and each of the Forward Purchasers (together with the Initial Forward Sale Agreements, the “Forward Sale Agreements,” and together with the Underwriting Agreement, the “Agreements”). The offering of the Class A common shares by the Company is being made pursuant to a prospectus supplement dated January 19, 2022 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
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