Exhibit 5.1
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The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, TN 38103-3672
(901)543-5900
September 28, 2018
Mid-America Apartment Communities, Inc.
6815 Poplar Avenue, Suite 500
Germantown, TN 38138
| Re: | Mid-America Apartment Communities, Inc.’sAt-The-Market Offering Program |
Ladies and Gentlemen:
We have acted as counsel toMid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), andMid-America Apartments, L.P., a Tennessee limited partnership (the “Operating Partnership”), in connection with the offering of up to 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, which Shares are to be offered and sold by the Company from time to time in accordance with the terms of separate distribution agreements entered into by the Company and the Operating Partnership on December 9, 2015 with each of J.P. Morgan Securities LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. (collectively, the “Base Agreements”), each as amended by separate Amendment No. 1s to the Base Agreements dated as of September 28, 2018 (collectively, the “Amendments”), and as described in the prospectus supplement dated as of September 28, 2018 (the “Prospectus Supplement”) and the accompanying prospectus dated September 27, 2018 (such documents, collectively, the “Prospectus”) that form part of the Company’s and the Operating Partnership’s effective registration statement on FormS-3, as amended (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.
We have examined the Registration Statement, the Prospectus, the Base Agreements and the Amendments. 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 Base Agreements and the Amendments, and upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Operating Partnership.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.