EXHIBIT 8.1
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[LETTER OF MAYER, BROWN & PLATT]
July 28, 1999
The Board of Trustees
Amli Residential Properties Trust
125 South Wacker Drive, Suite 3100
Chicago, Illinois 60606
Re: Partnership Classification; Status
as a Real Estate Investment Trust ("REIT");
Information in the Registration Statement under
"FEDERAL INCOME TAX CONSIDERATIONS"
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Ladies and Gentlemen:
We have acted as special counsel to Amli Residential Properties
Trust, a Maryland real estate investment trust (the "Company"), in
connection with the registration of 369,755 common shares of beneficial
interest of the Company (the "Common Shares"), all of which Common Shares
may be offered and sold by certain selling shareholders from time to time
as set forth in the prospectus which forms a part of the Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
July 28, 1999, 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 Common Shares, you have
requested our opinions concerning (i) 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;
(ii) the qualification and taxation for Federal income tax purposes of the
Company as a REIT; and (iii) the information in the Registration Statement
under the heading "FEDERAL INCOME TAX CONSIDERATIONS."
In formulating our opinions, we have reviewed and relied upon the
partnership agreement of the Operating Partnership, 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
July 28, 1999
Page 2
In addition, we have relied upon the Company's certificate (the
"Officer's Certificate"), executed by a duly appointed officer of the
Company, setting forth certain representations relating to the organization
and actual and proposed operation of the Company, the Operating
Partnership, Amli Management Company (the "Management Company"), Amli
Institutional Advisors, Inc. ("AIA"), Amli Residential Construction, Inc.
("Amrescon") and each of the partnerships in which the Operating
Partnership will directly or indirectly hold 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, these opinions are
based on the assumption that 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, and all terms and provisions of such
agreements and documents have been and will continue to be complied with by
all parties thereto. 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 on 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.
Based upon and subject to the foregoing, it is our opinion that:
1. The Operating Partnership will be treated, for Federal income tax
purposes, as a partnership, and not as an association taxable as a
corporation.
2. 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.
The Board of Trustees
July 28, 1999
Page 3
3. The information in the Registration Statement under the heading
"FEDERAL INCOME TAX CONSIDERATIONS", 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 in any of the foregoing.
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