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EXHIBIT 5
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
August 14, 1998
American Residential Investment Trust, Inc.
445 Marine View Avenue, Suite 230
Del Mar, California 92014
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Maryland counsel to American Residential
Investment Trust, Inc., a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of up to 300,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Company pursuant to a Registration Statement of the Company on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") relating to the 300,000 shares (the
"Shares") of Common Stock that may be issued pursuant to awards granted under
the Company's 1997 Stock Option Plan (the "Option Plan").
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Charter of the Company, as amended to date, certified by an officer
of the Company (the "Charter");
(b) A copy of the By-laws of the Company as in effect on the date hereof
(the "By-laws");
(c) The Registration Statement;
(d) The Option Plan;
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(e) A specimen certificate evidencing the Shares;
(f) Certified resolutions of the Board of Directors of the Company relating
to the filing of the Registration Statement and the Option Plan;
(g) A good standing certificate for the Company, of recent date, issued by
the Maryland State Department of Assessments and Taxation;
(h) An Officer's Certificate of the Company dated as of the date hereof as
to certain factual matters (the "Officer's Certificate"); and
(i) Such other documents as we have considered necessary to the rendering of
the opinions expressed below.
In such examination, we have assumed, without independent investigation,
the genuineness of all signatures, the legal capacity of all individuals who
have executed any of the aforesaid documents, the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies and that all public records reviewed are accurate and
complete. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely upon the Officer's
Certificate and have not independently verified the matters stated therein.
We assume also that the issuance, sale and number of Shares to be
offered from time to time will be authorized and determined by proper action of
the Board of Directors of the Company in accordance with the parameters
described in the Registration Statement (each, a "Board Action") and in
accordance with the Charter, By-Laws and applicable Maryland law. We further
assume that prior to the issuance of any Shares there will exist under the
Charter the requisite number of authorized but unissued shares of Common Stock.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion and so advise you that the issuance
of the Shares has been duly authorized, and, when issued, delivered and paid for
in accordance with the terms and conditions of the Option Plan, such Shares will
be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the laws of Maryland,
exclusive of the securities or "blue sky" laws of the State of Maryland. We
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
/S/ PIPER & MARBURY L.L.P.
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