EXHIBIT 99.2
[JAFFERAITT LETTERHEAD]
William E. Sider
wsider@jafferaitt.com
March 26, 2003
Sun Communities, Inc.
31700 Middlebelt, Suite 145
Farmington Hills, MI 48334
ATTENTION: Mr. Jeffrey P. Jorissen
Dear Mr. Jorissen:
We acted as counsel to Sun Communities, Inc., a Maryland corporation
(the "Company"), and Sun Communities Operating Limited Partnership, a Michigan
limited partnership (the "Partnership"), in connection with a variety of
transactions, including tax matters. In connection with the Company's Form 10-K
for the year ended December 31, 2002 (the "Form 10-K") and the issuance of the
audit opinion in connection therewith, we are delivering this letter to you at
your request.
BASIS FOR OPINIONS
The opinions set forth in this letter are based on relevant current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations thereunder (including proposed and temporary Treasury
regulations), and interpretations of the foregoing as expressed in court
decisions, legislative history, and administrative determinations of the
Internal Revenue Service (the "IRS") (including its practices and policies in
issuing private letter rulings, which are not binding on the IRS, except with
respect to a taxpayer that receives such a ruling), all as of the date hereof.
These provisions and interpretations are subject to changes (which may apply
retroactively) that might result in material modifications of our opinions. Our
opinions do not foreclose the possibility of a contrary determination by the IRS
or a court of competent jurisdiction, or of a contrary position by the IRS or
the Treasury Department in regulations or rulings issued in the future. In this
regard, although we believe that our opinions set forth herein will be sustained
if challenged, an opinion of counsel with respect to an issue is not binding on
the IRS or the courts, and is not a guarantee that the IRS will not assert a
contrary position with respect to such issue or that a court will not sustain
such a position asserted by the IRS.
In rendering the following opinions, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinions, including (but not
limited to) the following: (1) the Articles of Amendment and Restatement of the
Company, as amended through the date hereof; (2) the partnership agreement of
the Partnership and the form of partnership agreement or limited liability
company operating agreement, as applicable, used to organize and operate the
partnerships and limited liability
Sun Communities, Inc.
March 26, 2003
Page 2
companies in which the Company owns an interest (the entities referred to in
this clause 2 are collectively referred to as the "Partnership Subsidiaries");
and (3) the organizational documents and stock ownership records of Sun Home
Services, Inc., a company in which the Partnership owns all of the outstanding
preferred stock ("SHS" and, together with the Partnership Subsidiaries and the
Company, the "Group Entities"). The opinions set forth in this letter also are
premised on certain written representations of the Company contained in a letter
to us of even date herewith (the "Management Representation Letter").
We have made such legal and factual inquiries, including an examination
of the documents set forth above, as we have deemed necessary or appropriate for
purposes of rendering our opinion. For purposes of rendering our opinion,
however, we have not made an independent investigation or audit of the facts set
forth in the above referenced documents. We consequently have relied upon the
representations in the Management Representation Letter that the information
presented in such documents or otherwise furnished to us is accurate and have
assumed that the information presented in such documents or otherwise furnished
to us is accurate and complete in all material respects. We are not aware,
however, of any material facts or circumstances contrary to, or inconsistent
with, the representations we have relied upon as described herein or other
assumptions set forth herein. Finally, our opinion is limited to the tax matters
specifically covered herein, and we have not addressed, nor have we been asked
to address, any other tax matters relevant to the Company.
In connection with our opinion, we have assumed, with your consent:
(1) that all of the representations and statements set forth in
the documents (including, without limitation, the Management
Representation Letter) we reviewed are true and correct, and
all of the obligations imposed by any such documents on the
parties thereto, including obligations imposed under the
Company's articles of incorporation, have been and will be
performed or satisfied in accordance with their terms;
(2) the genuineness of all signatures, the proper execution of all
documents, the authenticity of all documents submitted to us
as originals, the conformity to originals of documents
submitted to us as copies, and the authenticity of the
originals from which any copies were made;
(3) that each of the Group Entities has been and will continue to
be operated in the manner described in the relevant
partnership agreement, articles (or certificate) of
incorporation or other organizational documents and in the
Management Representation Letter; and
(4) that the Company is a validly organized and duly incorporated
corporation under the laws of the State of Maryland, that each
of the Partnership Subsidiaries is a duly organized and
validly existing partnership or limited liability company, as
the case
Sun Communities, Inc.
March 26, 2003
Page 3
may be, under the applicable laws of the state in which it is
purported to be organized, and that SHS is a validly organized
and duly incorporated corporation under the laws of Michigan.
OPINION
Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion that the Company has been
organized and has operated in conformity with the requirements for qualification
as a real estate investment trust ("REIT") under the Code for its taxable years
ended December 31, 1994, through December 31, 2002, and the Company's current
and proposed method of operation (as described in the Management Representation
Letter) will enable it to continue to meet the requirements for qualification
and taxation as a REIT under the Code.
We assume no obligation to advise you of any change in our opinions or
of any new developments in the application or interpretation of the federal
income tax laws subsequent to the date of this opinion letter. The Company's
qualification and taxation as a REIT depend upon the Company's ability to meet
on a continuing basis, through actual annual operating and other results, the
various requirements under the Code with regard to, among other things, the
sources of its gross income, the composition of its assets, the level of its
distributions to stockholders, and the diversity of its stock ownership. We will
not review the Company's compliance with these requirements on a continuing
basis. Accordingly, no assurance can be given that the actual results of the
operations of the Company and the other Group Entities, the sources of their
income, the nature of their assets, the level of the Company's distributions to
its stockholders and the diversity of the Company's stock ownership for any
given taxable year will satisfy the requirements under the Code for
qualification and taxation as a REIT.
This opinion letter has been prepared solely for your use in connection
with the Form 10-K and speaks only as of the date hereof. This opinion may not
be relied upon by you or any other person other than in connection with the Form
10-K. We hereby consent to the filing of this opinion letter as Exhibit 99.2 to
the Form 10-K. In giving this consent, however, we do not admit thereby that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Sincerely,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
/s/ William E. Sider
William E. Sider