Exhibit 5.1
The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, Tennessee 38103
(901) 543-5900
August 1, 2024
Mid-America Apartment Communities, Inc.
6815 Poplar Avenue, Suite 500
Germantown, TN 38138
Re: Mid-America Apartment Communities, Inc.’s At-The-Market Offering Program
Ladies and Gentlemen:
We have acted as counsel to Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company”), and Mid-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 that certain Equity Distribution Agreement, dated as of November 4, 2021, as amended by that certain Amendment No. 1 to the Equity Distribution Agreement, dated as of August 1, 2024 (as amended, the “Distribution Agreement”) entered into by the Company and the Operating Partnership with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC and BTIG, LLC (collectively, the “Managers”) and Wells Fargo Bank, National Association, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Keybanc Capital Markets Inc., Truist Bank, Mizuho Markets Americas LLC, The Toronto-Dominion Bank and Nomura Global Financial Products, Inc. (collectively, the “Forward Purchasers”), and as described in the prospectus supplement dated as of August 1, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated May 2, 2024 (such documents, collectively, the “Prospectus”) that form part of the Company’s and the Operating Partnership’s effective registration statement on Form S-3 (Registration No. 333-279076 and Registration No. 333-279076-01) (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 Regulation S-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, and the Distribution Agreement. 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 Distribution Agreement, 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.
