FORM OF OPINION
REAL - Equity Partners
9090 Wilshire Boulevard
Beverly Hills, California 90211
Gentlemen:
You have advised us that REAL - Equity Partners (the "Partnership"),
National Partnership Investments Corp., ("NAPICO") and National Partnership
Investments Associates II, the general partners (the "General Partners") of the
Partnership are contemplating a transaction (the "Sale") in which the
Partnership will sell its five apartment properties, listed in Exhibit I, (the
"Properties") to JH Real Estate Partners, Inc. and American Apartment
Communities III, L.P. (collectively, the "Buyer") subject to, among other
matters, the requisite approval of the limited partners (the "Limited Partners")
of the Partnership. You have also informed us that the Buyer is not affiliated
with the Partnership or the General Partners.
You have further advised us that in connection with the proposed Sale,
the Properties will be sold to the Buyer for $31,900,000 (the "Purchase Price").
You have requested that Robert A. Stanger & Co., Inc. ("Stanger")
provide to the Partnership an opinion as to whether the Purchase Price to be
received by the Partnership for the Properties in connection with the Sale is
fair to the Limited Partners from a financial point of view.
In the course of our analysis for rendering this opinion, we have,
among other things:
o Reviewed a draft of the consent solicitation statement (the
"Consent") related to the Sale in a form the Partnership's
management has represented to be substantially the same as
will be distributed to the Limited Partners;
o Reviewed the Partnership's annual reports on Form 10-K filed
with the Securities and Exchange Commission for the years
ended December 31, 1995, 1996 and 1997, and the quarterly
report on Form 10-Q for the six-month period ending June 30,
1998, which the Partnership's management has indicated to be
the most current financial statements;
o Reviewed descriptive information concerning the Properties,
including location, number of units and unit mix, age and
amenities;
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o Reviewed summary historical operating statements for the
Properties for the years ended December 31, 1995, 1996 and
1997 and the nine months ending September 30, 1998;
o Reviewed the 1998 operating budgets for the Properties
prepared by the Partnership's management;
o Discussed with management of the Partnership and NAPICO the
conditions in the local market for apartment properties;
conditions in the market for sales/acquisitions of properties
similar to that owned by the Partnership; historical, current
and projected operations and performance of the Properties;
the physical condition of the Properties including any
deferred maintenance; and other factors influencing the value
of the Properties;
o Performed site visits of the Properties;
o Reviewed data concerning, and discussed with management, the
local real estate rental market conditions in the markets of
the Properties, and reviewed available information relating to
acquisition criteria for income-producing properties similar
to the Properties;
o Reviewed the February 1998 appraisals of the Properties which
were prepared for internal asset management purposes, and
management's estimate of immediate capital expenditure
requirements/deferred maintenance for the Properties; and
o Reviewed a draft of the purchase and sale agreement between
the Partnership and the Buyer, which the Partnership's
management has informed us is in substantially the form which
will be used to consummate the sale.
o Conducted such other studies, analyses, inquiries and
investigations as we deemed appropriate.
In rendering this opinion, we have relied upon and assumed, without
independent verification, the accuracy and completeness of all financial
information and management reports and data, and all other reports and
information that were provided, made available or otherwise communicated to us
by the Partnership, the General Partners and their affiliates, or the management
of the Properties. We have not performed an independent appraisal, structural or
engineering study or environmental study of the assets and liabilities of the
Partnership. We have relied upon the representations of the Partnership, the
General Partners and their affiliates and management of the Properties
concerning, among other things, any environmental liabilities and deferred
maintenance and estimated capital expenditure requirements. We have also relied
upon the assurance of the Partnership, the General Partners and their
affiliates, and the management of the Properties that any pro forma financial
statements, projections, budgets, forecasts, deferred
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maintenance and capital expenditure estimates, value estimates and other
information contained in the Consent or otherwise provided or communicated to us
were reasonably prepared on bases consistent with actual historical experience
and reflect the best currently available estimates and good faith judgments;
that no material changes have occurred in the value of the Properties or other
information reviewed between the date such information was provided and the date
of this letter; that the Partnership, the General Partners and their affiliates,
and the management of the Properties are not aware of any information or facts
that would cause the information supplied to us to be incomplete or misleading
in any material respect; that the highest and best use of the Properties is as
improved; and that all calculations and projections were made in accordance with
the terms of the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement").
We have not been requested to, and therefore did not: (i) select the
method of determining the Purchase Price offered to the Partnership in the Sale
or participate in the negotiation of the Purchase Price or terms of the Sale;
(ii) make any recommendation to the Partnership or its partners, including the
Limited Partners, with respect to whether to approve or reject the proposed
Sale; (iii) express any opinion as to (a) the tax consequences of the proposed
Sale to the Limited Partners, (b) the terms of the Partnership Agreement or of
any agreements or contracts between the Partnership and the Buyer, (c) the
General Partners' business decision to effect the proposed Sale, (d) the
adjustments made by the General Partners to the Purchase Price to arrive at net
amounts distributable to the partners, including but not limited to, balance
sheet adjustments to reflect the General Partners' estimates of the value of
other assets and liabilities of the Partnership, the payment of any deferred
acquisition fee to the General Partners and other expenses and fees associated
with the proposed Sale, and (e) alternatives to the proposed Sale. We are not
expressing any opinion as to the fairness of any terms of the proposed Sale
other than the Purchase Price to be received by the Partnership for the
Properties.
Our opinion is based on business, economic, real estate and capital
market, and other conditions as they existed and could be evaluated as of the
date of our analysis and addresses the proposed Sale in the context of
information available as of the date of our analysis. Events occurring after
that date could affect the Properties or the assumptions used in preparing this
opinion.
Based upon and subject to the foregoing, it is our opinion that as of
the date of this letter the Purchase Price to be received by the Partnership for
the Properties in connection with the Sale is fair to the Limited Partners from
a financial point of view.
Yours truly,
Robert A. Stanger & Co., Inc.
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Shrewsbury, New Jersey
____________, 1998
EXHIBIT 1
REAL - Equity Partners
LISTING OF PROPERTIES
Property Location
- - - ----------------------- ----------------------
Arbor Glen West Covina, CA
Park Creek Canoga Park, CA
Warner Willows I Woodland Hills, CA
Warner Willows II Woodland Hills, CA
Willowbrook Reno, NV
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