EXHIBIT 5
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
Reply To:
THE TOWER AT PEABODY PLACE
100 PEABODY PLACE, SUITE 950
MEMPHIS, TN 38103-2625
(901) 543-5900
www.bassberry.com
KNOXVILLE OFFICE DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700 AMSOUTH CENTER
KNOXVILLE, TN 37902 315 DEADERICK STREET, SUITE 2700
(865) 521-6200 NASHVILLE, TN 37238-3001
(615) 742-6200
MEMPHIS OFFICE
THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950 29 MUSIC SQUARE EAST
MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322
(901) 543-5900 (615) 255-6161
May 25, 2004
The Board of Directors of
Mid-America Apartment Communities, Inc.
6584 Poplar Avenue, Suite 340
Memphis, TN 38138
RE: Registration Statement on Form S-8 Relating to the Fourth Amended and
Restated 1994 Restricted Stock and Stock Option Plan and the
Mid-America Apartment Communities, Inc. 2004 Stock Plan Listed on
Exhibit A hereto.
Ladies and Gentlemen:
We have acted as counsel to Mid-America Apartment Communities, Inc., a
Tennessee corporation ("MAAC"), in connection with the preparation and filing of
a Registration Statement on Form S-8 (the "Registration Statement") relating to
certain shares of common stock, par value $ 0.01 per share, of MAAC (the "Common
Stock") to be issued pursuant to the above referenced plans (the "Plans").
In our capacity as such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
of MAAC, such agreements and instruments, such certificates of public officials,
officers of MAAC and other persons, and such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
such examinations, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic or facsimile
copies, and the authenticity of the originals of such copies, and we have
assumed all certificates of public officials to have been properly given and to
be accurate.
As to factual matters relevant to this opinion letter, we have relied
upon the representations and warranties as to factual matters contained in
certificates and statements of officers of MAAC and certain public officials.
Except to the extent expressly set forth herein, we have made no independent
investigations with regard thereto, and, accordingly, we do not express any
opinion as to matters that might have been disclosed by independent
verification.
On the basis of the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the shares of Common Stock issuable in
connection with the Plans have been duly authorized and, when issued in
accordance with the terms of the Plans, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to any related registration statement subsequently
filed by MAAC pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended (the "Act"), and to the use of our name under the heading
"Legal Opinions" in any prospectus constituting a part thereof. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder.
This opinion letter is being furnished by us to MAAC and the Commission
solely for the benefit of MAAC and the Commission in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon by any other person, or by MAAC or the Commission for any other
purpose, without our express written consent. The only opinion rendered by us
consists of those matters set forth in the fourth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
letter is rendered as of the date hereof, and we have no obligation to update
this opinion letter.
Sincerely,
BASS, BERRY & SIMS PLC
By: /s/ Rob DelPriore
Rob DelPriore
EXHIBIT A
Fourth Amended and Restated 1994 Restricted Stock
and Stock Option Plan
Mid-America Apartment Communities, Inc.
2004 Stock Plan