Exhibit 5.1
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The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, TN 38103-3672
(901)543-5900
March 7, 2019
Mid-America Apartment Communities, Inc.
6815 Poplar Avenue, Suite 500
Germantown, TN 38138
| Re: | Mid-America Apartments, L.P. 3.950% Senior Notes due 2029 |
Ladies and Gentlemen:
We have acted as counsel toMid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”) and majority-owned subsidiary ofMid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Operating Partnership’s 3.950% Senior Notes due 2029 (the “Notes”) pursuant to (i) an Indenture dated as of May 9, 2017 (the “Base Indenture”), as amended and supplemented by a Third Supplemental Indenture dated as of March 7, 2019 (the “Third Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, is hereinafter called the “Indenture”), each between the Operating Partnership and U.S. Bank National Association, as trustee (the “Trustee”), (ii) the Underwriting Agreement dated February 26, 2019 (the “Underwriting Agreement”) among the Operating Partnership and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jeffries LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), and (iii) a prospectus supplement dated February 26, 2019 (the “Prospectus Supplement”) and the accompanying base prospectus dated September 27, 2018 (the “Base Prospectus” and collectively with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s and the Operating Partnership’s effective registration statement on FormS-3 (RegistrationNo. 333-227553 and RegistrationNo. 333-227553-01) (the “Registration Statement”) filed with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). 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 under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.
We have examined the Registration Statement, the Prospectus, the Underwriting Agreement, the Indenture and the Notes. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied, without independent verification or investigation, upon the representations and warranties made by the parties in the Indenture and the Underwriting Agreement, and upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Operating Partnership.
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