EXHIBIT 8.1
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[Mayer, Brown & Platt Letterhead]
October 9, 1998
The Board of Trustees
Amli Residential Properties Trust
125 South Wacker Drive, Suite 3100
Chicago, Illinois 60606
Re: Status as a Real Estate Investment Trust ("REIT");
Partnership Classification; Information in the
Registration Statement under "FEDERAL INCOME TAX
CONSIDERATIONS" and "CERTAIN UNITED STATES TAX
CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS"
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Ladies and Gentlemen:
We have acted as special counsel to Amli Residential Properties
Trust, a Maryland real estate investment trust ("ARPT"), in connection with
the registration of 3,125,000 Series B Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest of ARPT (the "Preferred Shares"),
all of which Preferred Shares may be offered and sold by certain selling
shareholders from time to time as set forth in the prospectus (the
"Prospectus") which forms a part of the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on October 9, 1998, as
amended through the date hereof (the "Registration Statement"). Unless
otherwise specifically defined herein, all capitalized terms have the
meanings assigned to them in the Registration Statement.
In connection with the registration of the Preferred Shares, you have
requested our opinions concerning (i) the qualification and taxation for
Federal income tax purposes of the Company as a REIT; (ii) the treatment of
Amli Residential Properties, L.P. (the "Operating Partnership") as a
partnership for Federal income tax purposes, and not as an association
taxable as a corporation; and (iii) the information in the Registration
Statement under the headings "FEDERAL INCOME TAX CONSIDERATIONS" and
"CERTAIN UNITED STATES TAX CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS."
In formulating our opinions, we have reviewed and relied upon the
partnership agreement of the Operating Partnership (as amended to the date
hereof), the Registration Statement, other documents and information
provided by you, and such applicable provisions of law and other documents
as we have considered necessary or desirable for purposes of the opinions
expressed herein.
The Board of Trustees
October 9, 1998
Page 2
In addition, we have relied upon the Company's certificate (the
"Officer's Certificate"), executed by a duly authorized officer of the
Company, setting forth certain representations relating to the organization
and actual and proposed operation of the Company, the Operating
Partnership, the Management Company, AIA, Amrescon and each of the
partnerships in which the Operating Partnership directly or indirectly
holds an interest and which actually owns an interest in real property (the
"Property Partnerships"). For purposes of our opinions, we have not made
an independent investigation of the facts set forth in such documents, the
Officer's Certificate, the partnership agreements for the Operating
Partnership or the Property Partnerships, or the Registration Statement.
We have, consequently, relied upon your representations that the
information presented in such documents or otherwise furnished to us
accurately and completely describes all material facts. No facts have come
to our attention, however, that would cause us to question the accuracy or
completeness of such facts or documents in a material way.
In rendering these opinions, we have assumed that the transactions
contemplated by the foregoing documents will be consummated in accordance
with the operative documents, and that such documents accurately reflect
the material facts of such transactions. In addition, the opinions are
based on the assumption that (i) the Company, the Operating Partnership,
the Management Company, AIA, Amrescon and the Property Partnerships have
operated and will continue to each be operated in the manner described in
the applicable partnership agreement or other organizational documents and
in the Registration Statement, (ii) all terms and provisions of such
agreements and documents have been and will continue to be complied with by
all parties thereto; and (iii) neither the Operating Partnership nor any
subtier partnership or limited liability company in which the Company
directly or indirectly holds an interest has elected or will elect to be
treated for federal income tax purposes as an association taxable as a
corporation. Our opinions expressed herein are based on the applicable
laws of the States of Maryland and Delaware, the Code, Treasury regulations
promulgated thereunder, and interpretations of the Code and such
regulations by the courts and the Internal Revenue Service, all as they are
in effect and exist at the date of this letter. It should be noted that
statutes, regulations, judicial decisions, and administrative
interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change that is made
after the date hereof in any of the foregoing bases for our opinions could
adversely affect our conclusions.
The Board of Trustees
October 9, 1998
Page 3
Based upon and subject to the foregoing, it is our opinion that:
1. Beginning with the Company's taxable year ending December 31,
1994, the Company has been organized in conformity with the requirements
for qualification as a REIT under the Code, and the Company's actual and
proposed method of operation, as described in the Registration Statement
and as represented in the Officer's Certificate, has enabled it and will
continue to enable it to satisfy the requirements for qualification as a
REIT.
2. The Operating Partnership will be treated, for Federal income tax
purposes, as a partnership, and not as an association taxable as a
corporation.
3. The information in the Registration Statement under the headings
"FEDERAL INCOME TAX CONSIDERATIONS" and "CERTAIN UNITED STATES TAX
CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS," to the extent that it
constitutes matters of law or legal conclusions, has been reviewed by us
and is correct in all material respects.
Other than as expressly stated above, we express no opinion on any
issue relating to the Company, the Operating Partnership, any Property
Partnership or to any investment therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein and
under the caption "FEDERAL INCOME TAX CONSIDERATIONS" in the Registration
Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
MAYER, BROWN & PLATT