[LETTERHEAD OF ROSENBERG & LIEBENTRITT, P.C.]
December 13, 1996
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
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 (SEC File No. 333-12211) (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to (a) 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"), 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 the proposed public offering of an
aggregate of 300,000 Common Shares (the "Shares") as described in a Prospectus
Supplement dated December 10, 1996. 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.
[LETTERHEAD OF ROSENBERG & LIEBENTRITT, P.C.]
Board of Trustees
Equity Residential Properties Trust
December 13, 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 and September 13, 1996 relating to the filing of
the Registration Statement and related matters, and on December 10,
1996, relating to the offering of the Shares, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
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 Shares and receipt by the
Company of the consideration for the Shares specified in the resolutions of the
Board of Trustees 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.
[LETTERHEAD OF ROSENBERG & LIEBENTRITT, P.C.]
Board of Trustees
Equity Residential Properties Trust
December 13, 1996
Page 3
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
[LETTERHEAD OF HOGAN & HARTSON]
EXHIBIT A
December 13, 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 (No. 333- 12211) (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 the proposed public offering of 300,000 common shares of
beneficial interest, $.01 par value (the "Common Shares") as described in a
Prospectus Supplement dated December 10, 1996. 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
Rosenberg & Liebentritt, P.C.
December 13, 1996
Page 2
December 9, 1996 and the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
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, September 13, 1996 and December 10, 1996, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating to the
issuance and sale of the Common Shares and arrangements in
connection therewith.
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 Common Shares and receipt by the Company
of the consideration for the Common Shares specified in the resolutions of the
Board of Trustees referred to above, the Common 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.
December 13, 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.