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EXHIBIT 5.1
[JAFFE, RAITT, HEUER & WEISS LETTERHEAD]
October 21, 1996
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Re: $500,000,000 Aggregate Offering Price of common stock,
preferred stock, debt securities, and warrants for common
stock and preferred stock (hereinafter collectively referred
to as the "Securities") of Sun Communities, Inc., a Maryland
corporation (the "Company"), and Sun Communities Operating
Limited Partnership, a Michigan limited partnership (the
"Partnership")
Gentlemen:
In connection with the above-referenced registration statement on Form
S-3 (the "Registration Statement") to filed by you with the Securities and
Exchange Commission, regarding the registration of the Securities under the
Securities Act of 1933, as amended, you have requested our opinion concerning
whether the Company has been organized in conformity with the requirements for
qualification as a real estate investment trust (a "REIT"), and whether its
proposed method of operation will enable it to meet the requirements for
qualification and taxation as a REIT under the Internal Revenue Code of 1986,
as amended (the "Code"). Unless otherwise specifically defined herein, all
capitalized terms have the meaning ascribed to them in the prospectus included
in the Registration Statement (the "Prospectus").
In our capacity as legal counsel to the Company and the Partnership,
we have examined and relied upon the following documents:
1. Second Amended and Restated Limited Partnership
Agreement of Sun Communities Operating Limited
Partnership, a Michigan limited partnership ("the
Operating Partnership"), dated as of April 30, 1996;
2. First Amended and Restated Agreement of Limited
Partnership of Sun Communities Finance Limited
Partnership, a Michigan limited partnership, dated as
of November 30, 1993;
3. First Amended and Restated Partnership Agreement of
8920 Associates, a Florida general partnership, dated
as of March 31, 1994;
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JAFFE, RAITT, HEUER & WEISS
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 21, 1996
Page 2
4. First Amended and Restated Partnership Agreement of
Miami Lakes Venture Associates, a Florida general
partnership, dated as of March 31, 1994;
5. Partnership Agreement of Sun Communities Alberta
Limited Partnership, a Michigan limited partnership,
dated as of March 20, 1995;
6. First Amended and Restated Limited Partnership
Agreement of Sun Communities Texas Limited
Partnership, a Michigan limited partnership, dated as
of September, 1995;
7. First Amended and Restated Operating Agreement of
Aspen-West Michigan Holdings L.L.C., a Michigan
limited liability company, dated as of April 30,
1996;
8. First Amended and Restated Limited Partnership
Agreement of Aspen-Alpine Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
9. First Amended and Restated Limited Partnership
Agreement of Aspen-Bedford Investment Limited
Partnership, a Michigan limited partnership, dated as
of April 30, 1996;
10. First Amended and Restated Limited Partnership
Agreement of Aspen-Brentwood Investment Limited
Partnership, a Michigan limited partnership, dated as
of April 30, 1996;
11. First Amended and Restated Operating Agreement of
Aspen Brentwood Holdings L.L.C., a Michigan limited
liability company, dated as of April 30, 1996;
12. First Amended and Restated Partnership Agreement of
Byron Center Mobile Village Limited Partnership, a
Michigan co- partnership, dated as of April 30, 1996;
13. First Amended and Restated Partnership Agreement of
Aspen-Country Acres Investment Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
14. First Amended and Restated Partnership Agreement of
Aspen-Cutler Investment Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
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JAFFE, RAITT, HEUER & WEISS
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 21, 1996
Page 3
15. Operating Agreement of Aspen-Grand Holdings L.L.C., a
Michigan limited liability company, dated as of March
21, 1996;
16. First Amended and Restated Partnership Agreement of
Aspen-Kings Investment Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
17. First Amended and Restated Partnership Agreement of
Aspen-Lincoln Investment Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
18. First Amended and Restated Partnership Agreement of
Aspen-Town & Country Investment Limited Partnership,
a Michigan limited partnership, dated as of April 30,
1996;
19. First Amended and Restated Partnership Agreement of
Aspen-Allendale Project Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
20. First Amended and Restated Partnership Agreement of
Aspen-Presidential Project Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
21. First Amended and Restated Partnership Agreement of
Aspen-Alpine Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
22. First Amended and Restated Partnership Agreement of
Bedford Hills Mobile Village, a Michigan limited
partnership, dated as of February 10, 1994;
23. First Amended and Restated Partnership Agreement of
Aspen-Brentwood Project Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
24. First Amended and Restated Partnership Agreement of
Aspen-Byron Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
25. First Amended and Restated Partnership Agreement of
Aspen-Country Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
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JAFFE, RAITT, HEUER & WEISS
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 21, 1996
Page 4
26. First Amended and Restated Partnership Agreement of
Aspen-Cutler Associates, a Michigan limited
partnership, dated as of April 30, 1996;
27. First Amended and Restated Partnership Agreement of
Aspen-Grand Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
28. First Amended and Restated Partnership Agreement of
Aspen-Kings Court Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
29. First Amended and Restated Partnership Agreement of
Aspen-Holland Estates Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
30. First Amended and Restated Partnership Agreement of
Aspen-Town & Country Associates II Limited
Partnership, a Michigan limited partnership, dated as
of April 30, 1996;
31. First Amended and Restated Partnership Agreement of
Aspen-Paradise Park II Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
32. First Amended and Restated Partnership Agreement of
Aspen-Arbor Terrace, L.P., a Delaware limited
partnership, dated as of April 30, 1996;
33. First Amended and Restated Partnership Agreement of
Aspen-Bonita Lake Resort Limited Partnership, a
Michigan limited partnership, dated as of April 30,
1996;
34. First Amended and Restated Partnership Agreement of
Aspen-Breezy Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
35. Amended and Restated Partnership Agreement of
Aspen-Indian Project Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
36. First Amended and Restated Partnership Agreement of
Aspen-Siesta Bay Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
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JAFFE, RAITT, HEUER & WEISS
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 21, 1996
Page 5
37. First Amended and Restated Partnership Agreement of
Aspen-Silver Star II Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
38. First Amended and Restated Partnership Agreement of
Aspen-Ft. Collins Limited Partnership, a Michigan
limited partnership, dated as of April 30, 1996;
39. The Company's Certificate of Incorporation and the
documents contained in its Minute Book as delivered
to us by the Company's officers, dated as of April
30, 1996;
40. Officer's Certificate (the "Certificate"), a copy of
which is attached to this letter as Exhibit A, dated
as of April 30, 1996;
41. Annual Report of the Company on Form 10-K for the
years ending December 31, 1994 and December 31, 1995,
dated as of April 30, 1996; and
42. Registration Statement.
The documents listed in items 1-42 above are collectively referred to as the
"Documents".
In rendering our opinion, we have assumed, without independent
verification, that: (i) all signatures are genuine; (ii) all Documents
submitted to us as originals are authentic; (iii) all Documents submitted to us
as copies conform to the originals of such Documents; and (iv) where
applicable, any financial data set forth in such Documents contains no material
misstatements of fact. In addition, we have assumed that there has been no
change in the applicable laws of the State of Michigan, the State of Maryland,
the Code, the regulations promulgated by the Treasury Department (the
"Regulations"), and the interpretations of the Code and Regulations by the
courts and the Internal Revenue Service, as they exist as of the date of this
letter. Our review has been limited to examining the Documents and applicable
law.
To the extent that any opinion in this letter relates to or is
dependent upon factual information, we have relied exclusively upon the factual
representations and warranties set forth in the Certificate, and we have not
undertaken to independently verify any such facts or information.
Based on the foregoing, we are of the opinion that:
1. For the Company's taxable year ended December 31, 1994 and
thereafter, assuming that the Company continues its present method of
operation, the Company will
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JAFFE, RAITT, HEUER & WEISS
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 21, 1996
Page 6
be organized and operated in conformity with the requirements for qualification
as a REIT under the Code.
2. The discussion in the Prospectus under the heading "FEDERAL
INCOME TAX CONSIDERATIONS," fairly summarizes the material Federal income tax
considerations.
Other than as expressly stated above, we express no opinion on any
issue relating to the Company or the Partnership.
We hereby consent to the filing of this opinion as an exhibit to the
amendment to the Registration Statement to be filed by the Company and the
Partnership with the Securities and Exchange Commission, and to the use of the
name of our firm in the Prospectus under the caption "LEGAL MATTERS".
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
/s/ William E. Sider
William E. Sider
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EXHIBIT "A"
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OFFICER'S CERTIFICATE
The undersigned, the duly elected and acting Secretary and Senior Vice
President of SUN COMMUNITIES, INC., a Maryland corporation (the "Company"),
hereby certifies as to the following:
1. Sun Communities, Inc. is a corporation formed under the laws
of the State of Maryland.
2. The Company is managed by a Board of Directors elected by its
shareholders.
3. The shares of stock of the Company are publicly traded on the
New York Stock Exchange.
4. The Company would be taxed as a domestic corporation, but for
its election to be treated as a real estate investment trust ("REIT").
5. The Company is not a financial institution or an insurance
company.
6. The Company has more than 100 shareholders.
7. No more than 50% of the value of the stock of the Company is
owned directly or indirectly by or for five or fewer individuals.
8. The Company has timely elected REIT status by filing the
appropriate election with the Internal Revenue Service.
9. The Company utilizes the calendar year as its accounting
period.
10. For each of its tax years, the Company has satisfied all
source of income tests necessary to be taxed as a REIT.
11. For each of its tax years, the Company has satisfied all asset
value tests necessary to be taxed as a REIT.
12. For each of its tax years, the Company has distributed
sufficient dividends to shareholders to avoid any excise tax liability.
13. For each of its tax years, the Company has complied with all
record keeping requirements regarding ownership of its shares of stock.
14. The Company owns 100% of the stock of each of Sun Texas QRS,
Inc., Sun QRS, Inc. and Sun Florida QRS, Inc.
________________________________________
Jeffrey P. Jorissen, Senior Vice President
and Secretary of Sun Communities, Inc.