May 30, 1996
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 450
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as counsel to Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with its
registration statement on Form S-3 (the "Registration Statement") previously
declared effective by the Securities and Exchange Commission relating to the
proposed public offering of up to $500,000,000 in aggregate amount of its common
shares of beneficial interest, $.01 par value per share ("Common Shares") and
one or more series of its (i) preferred shares of beneficial interest, $.01 par
value per share (the "Preferred Shares") and (ii) depositary shares representing
fractional interests in Preferred Shares (the "Depositary Shares" and, together
with the Preferred Shares and Common Shares, the "Securities") (SEC File No.
33-96792) all of which Securities may be offered and sold by the Company from
time to time as set forth in the prospectus which forms a part of the
Registration Statement (the "Prospectus"), and as to be set forth in one or more
supplements to the Prospectus (each, a "Prospectus Supplement"). This opinion
letter is rendered in connection with (i) the proposed public offering of up to
an aggregate of 76,390 Common Shares as described in a Prospectus Supplement
dated May 21, 1996 (the "Employee Shares") and (ii) the proposed public offering
of up to an aggregate of 1,265,000 Common Shares as described in a Prospectus
Supplement dated May 29, 1996 (the "Merrill Shares" and, together with the
Employee Shares, the "Shares"). This opinion letter is furnished to you at your
request to enable the Company to continue to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
Board of Trustees
Equity Residential Properties Trust
May 30, 1996
Page 2
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995 relating to the filing of the Registration
Statement and related matters, and May 10, 1996, and by the
Pricing Committee of the Board of Trustees on May 21, 1996 and
May 24, 1996, relating to the offering of the Employee Shares and
the Merrill Shares, respectively, as certified by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect.
5. Executed copies of the Purchase Agreement, dated November 1,
1995, among the Company, ERP Operating Limited Partnership, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and with
respect to the Merrill Shares, the Terms Agreement, dated May
24, 1996, among the Company, ERP Operating Limited Partnership,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Underwriting Agreement").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as certified, telecopied, photostatic, or reproduced
copies. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
We call your attention to the fact that our firm only requires lawyers
to be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the laws and regulations identified herein. With
respect to the opinions below that relate to the laws of the State of
Maryland, with your consent, we rely solely on the opinion of Hogan & Hartson
L.L.P., a copy of which is attached hereto as Exhibit A.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof, following issuance of the Employee Shares
and following issuance of the Merrill Shares pursuant to the terms of the
Underwriting Agreement and receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Trustees and the
Board of Trustees
Equity Residential Properties Trust
May 30, 1996
Page 3
Pricing Committee referred to above, the Shares will be validly issued, fully
paid and nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
We hereby consent (i) to be named in the Registration Statement, and
in the Prospectus, as attorneys who will pass upon the legality of the
Securities to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
By: /s/ Ruth Pinkham Haring
-----------------------
Vice President
EXHIBIT A
---------
May 30, 1996
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland counsel to Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), in
connection with its registration statement on Form S-3 (file no. 33-96792) (the
"Registration Statement") previously declared effective by the Securities and
Exchange Commission relating to the proposed public offering of securities of
the Company that may be offered and sold by the Company from time to time as set
forth in the prospectus which forms a part of the Registration Statement (the
"Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered in
connection with (i) the proposed public offering of up to an aggregate of 76,390
common shares of beneficial interest, par value $.01 per share, of the Company
(the "Common Shares") as described in a Prospectus Supplement dated May 21, 1996
(the "Employee Shares") and (ii) the proposed public offering of up to an
aggregate of 1,265,000 Common Shares as described in a Prospectus Supplement
dated May 29, 1996 (the "Merrill Shares" and, together with the Employee Shares,
the "Shares"). This opinion letter is furnished to you at your request to enable
the Company to continue to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation on May 20,
1996 and the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
Rosenberg & Liebentritt, P.C.
May 30, 1996
Page 2
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995 relating to the filing of the Registration
Statement and related matters, and May 10, 1996, and by the
Pricing Committee of the Board of Trustees on May 21, 1996 and
May 24, 1996, relating to the offering of the Employee Shares and
the Merrill Shares, respectively, as certified by the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect.
5. Executed copies of the Purchase Agreement dated November 1, 1995
and the Terms Agreement dated May 24, 1996, among the Company,
ERP Operating Limited Partnership and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (collectively, the "Underwriting
Agreement").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on Title 8 of
the Corporation and Associations Article of the Annotated Code of Maryland (the
"Maryland REIT Statute"). We express no opinion herein as to any other laws,
statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Employee Shares and following the
issuance of the Merrill Shares pursuant to the terms of the Underwriting
Agreement and receipt by the Company of the consideration for the Shares
specified in the resolutions of the Board of Trustees and the Pricing Committee
referred to above, the Shares will be validly issued, fully paid and
nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
Rosenberg & Liebentritt, P.C.
May 30, 1996
Page 3
We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.