Exhibit 5.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-23-164536/g473441g0609122348338.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 |
June 9, 2023
Board of Trustees
American Homes 4 Rent
280 Pilot Road
Las Vegas, Nevada 89119
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 $1.0 billion in aggregate value of the Company’s Class A common shares of beneficial interest, $0.01 par value per share (the “Shares”), all of which Shares are to be offered and sold by the Company from time to time in accordance with the terms of the At-the-Market Issuance Sales Agreement, dated June 9, 2023, by and among the Company, American Homes 4 Rent, L.P., a Delaware limited partnership (the “Operating Partnership”), each of Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, in their capacities as agents for the Company, and each of BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Scotia (Capital) USA Inc. and Wells Fargo Securities, LLC, in their capacities as forward sellers (the “Sales Agreement”), which, among other things, contemplates that the Company may from time to time enter into one or more letter agreements with each of Bank of America, N.A., Bank of Montreal, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, The Bank of Nova Scotia and Wells Fargo Bank, National Association, in their capacities as forward purchasers, the form of which is attached as Exhibit D to the Sales Agreement (the “Forward Contracts” and, together with the Sales Agreement, the “Agreements”). The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated June 9, 2023 (the “Prospectus Supplement”) and the accompanying prospectus dated June 9, 2023 (together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-272547) (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.
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