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EXHIBIT 5.1
[JAFFE, RAITT, HEUER & WEISS LETTERHEAD]
August 20, 1997
Sun Communities Operating Limited Partnership
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Re: Prospectus Supplement, dated August 20, 1997, for Medium-Term
Note Program of Sun Communities Operating Limited Partnership, a
Michigan limited partnership (the "Company")
Gentlemen:
We have acted as counsel for the Company in connection with the issuance
and sale by the Company of up to $100,000,000 aggregate principal amount of the
Company's Medium-Term Notes due nine months or more from date of issue (the
"Notes"). In our capacity as legal counsel to the Company, we have examined
and relied upon the following documents:
A. The joint registration statement of the Company and Sun
Communities, Inc., a Maryland corporation ("Sun"), on Form S-3,
Registration No. 333-14595 (the "Registration Statement"), and the
Prospectus constituting a part thereof, dated October 30, 1996,
relating to the issuance from time to time of up to $500,000,000
aggregate principal amount of securities pursuant to Rule 415
promulgated under the Securities Act of 1933, as amended (the
"1933 Act"); and
B. The Prospectus Supplement, dated August 20, 1997, to the
above-referenced Prospectus relating to the Notes and filed with
the Securities and Exchange Commission pursuant to Rule 424
promulgated under the 1933 Act (the "Prospectus Supplement");
C. Indenture, dated as of April 24, 1996, among Bankers Trust
Company, a New York banking corporation, as trustee, Sun, and the
Company;
D. First Supplemental Indenture, dated as of August 20, 1996,
among Bankers Trust Company, a New York banking corporation, as
trustee, Sun, and the Company;
E. Certified copy of the Charter of Sun issued by the State
Department of Assessments and Taxation of Maryland;
F. Copies of the bylaws, minute books, partnership
agreements, and other organizational documents for Sun, the
Company and their subsidiaries provided to us by management of the
Company; and
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Sun Communities Operating Limited Partnership
August 20, 1997
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G. President's Certificate attached hereto as Exhibit "A".
This opinion is governed by, and shall be interpreted in accordance with,
Part II of the Report of the Ad Hoc Committee of the Business Law Section of
the State Bar of Michigan on Standardized Legal Opinions in Business
Transactions dated August 1, 1991, incorporated herein by reference. Without
limiting the generality of the foregoing, the meaning of the terms and phrases
used in this opinion (other than those defined in the Agreement) is governed by
and is subject to such Part II.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies. To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we assume for purposes of this opinion that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance, with
respect to acting as a trustee under the Indenture, with all applicable laws
and regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indenture.
Our review has been limited to examining the documents described above,
the opinion of Ober, Kaler, Grimes & Shriver, Baltimore, Maryland, and
applicable Michigan and federal law. To the extent that any opinion given
herein relates to or is dependent upon factual information, or is expressed in
terms of our knowledge or awareness, we have relied upon the assumptions stated
above and the truth of the matters set forth in the President's Certificate.
We have not undertaken to independently verify such facts or information.
Based solely upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that, as of the date
hereof, the Notes in an aggregate principal amount of up to $100,000,000 (the
"Authorized Amount") have been duly authorized by all necessary action by the
Board of Directors of Sun, as the general partner of the Company, for offer,
issuance, sale and delivery pursuant to the Indenture and, when the variable
terms of the Notes have been established by the authorized officers of Sun, as
the general partner of the Company, to whom such authority has been delegated,
and the Notes have been executed and authenticated in the manner provided for
in the Indenture and delivered by the Company to the purchasers thereof against
payment of the consideration therefor, the Notes will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity), (3) requirements that a claim with respect to any Notes payable
other than in U.S. dollars (or a foreign currency or composite currency
judgment in respect of such claim) be converted into U.S. dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law, and (4)
governmental authority to limit, delay, or prohibit the making of payments
outside the United States. The opinions set forth in this paragraph are
qualified, in each instance, by the limitation that the aggregate principal
amount of Notes so offered, issued, sold and delivered may not exceed the
Authorized Amount without further action by the Board of Directors of Sun. No
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Sun Communities Operating Limited Partnership
August 20, 1997
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opinion is expressed herein with respect to any Notes in an aggregate principal
amount in excess of the Authorized Amount.
We are admitted to practice law only in the State of Michigan and do not
purport to be experts on or to express any opinion herein concerning any laws
other than laws of the State of Michigan and the laws of the United States of
America, and we expressly decline to opine as to the laws of any other
jurisdiction. With respect to our opinions insofar as they implicate Maryland
law, we have relied solely upon the opinion of Ober, Kaler, Grimes & Shriver,
Baltimore, Maryland, and have not made any independent investigation of
Maryland law. In addition, we note that the Indenture provides that it is to
be governed by the laws of a state other than the State of Michigan. We have
made no study of the laws, decisions and other authorities of such state, and
we express no opinion concerning the validity, binding effect or enforceability
of the Indenture under the laws of such state.
We hereby consent to the filing of this opinion as an exhibit on the
Current Report on Form 8-K to be filed by the Company with the Securities and
Exchange Commission on or about August 20, 1997, and to the use of the name of
our firm in the Prospectus Supplement under the caption "LEGAL MATTERS".
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
/s/ Jeffrey L. Forman
Jeffrey L. Forman