[ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD]
May 21, 1997
Equity Residential Properties Trust
Board of Trustees
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, as amended (the "Registration Statement"),
filed with 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, $0.01 par value ("Common Shares"), and one or more
series of its (i) preferred shares of beneficial interest, $0.01 par value (the
"Preferred Shares"), and (ii) depositary shares representing fractional
interests in Preferred Shares (the "Depositary Shares" and, together with the
Preferred Shares and the Common Shares, the "Securities"), including the
proposed public offering of up to 8,050,000 of the Company's Depositary Shares,
each representing a 1/10 fractional interest in a share of the Company's 8.60%
Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $0.01 per share (liquidation preference $250.00 per share) (liquidation
preference equivalent to $25.00 per Depositary Share) (the "Series D Preferred
Shares"), all of which Depositary Shares are to be sold by the Company as set
forth in the prospectus, dated May 12, 1997, which forms a part of the
Registration Statement (the "Prospectus"), and as set forth in the Prospectus
Supplement, dated May 16, 1997, relating to the Depositary Shares representing
the Series D Preferred Shares (the "Prospectus Supplement"). This opinion letter
is furnished to you at your request to enable the Company to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(b),
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 and
supplemented, 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.
Equity Residential Properties Trust
Board of Trustees
May 21, 1997
Page 2
3. The Articles Supplementary to the Declaration of Trust relating to the
Series D Preferred Shares as filed with the Maryland State Department
of Assessments and Taxation ( the "SDAT") on May 20, 1997 ("Articles
Supplementary").
4. 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.
5. Executed copies of the Terms Agreement dated May 16, 1997 among the
Company, ERP Operating Limited Partnership, Merrill Lynch, Pierce,
Fenner and Smith Incorporated, Smith Barney Inc., Painewebber
Incorporated and Prudential Securities Incorporated, including the
Standard Underwriting Provisions which are incorporated therein
(collectively, the "Underwriting Agreement").
6. The Deposit Agreement dated May 21, 1997 (the "Deposit Agreement")
between the Company and The First National Bank of Boston (the
"Depositary").
7. 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 on March 26, 1997 relating to the
issuance of the Series D Preferred Shares and resolutions adopted by
the Pricing Committee of the Board of Trustees of the Company on May
16, 1997 relating to the designation and issuance of the Series D
Preferred Shares and the issuance and sale of the Depositary Shares
underlying the Series D Preferred Shares and arrangements in
connection therewith, as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
We have not, except as specifically identified above, made any independent
review or investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company. In our
examination of the aforesaid documents, we have assumed the genuiness 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). We also have assumed the accuracy,
completeness and authenticity of the foregoing certifications of trust officers
and statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
Equity Residential Properties Trust
Board of Trustees
May 21, 1997
Page 3
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 following (i) execution and delivery of the depositary receipts
representing the Depositary Shares in the form contemplated and authorized by
the Deposit Agreement, (ii) issuance of the Series D Preferred Shares pursuant
to the terms of the Deposit Agreement and the Underwriting Agreement, (iii)
receipt by the Company of the consideration for the Depositary Shares specified
in the resolutions of the Board of Trustees and the Pricing Committee referred
to above and the Underwriting Agreement, and (iv) due execution and filing of
the Articles Supplementary with the Maryland State Department of Assessments and
Taxation, the Series D Preferred Shares will be validly issued, fully paid and
nonassessable under the Maryland REIT Statute, and the Depositary Shares will
represent valid interests therein.
To the extent that the obligations of the Company and the rights of any
holder of the Depositary Shares under the Deposit Agreement may be dependent
upon such matters, we assume for purposes of this opinion that the applicable
Depositary is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Depositary is duly qualified
to engage in the activities contemplated by the Deposit Agreement; that the
Deposit Agreement has been duly authorized, executed and delivered by the
Depositary and constitutes a valid and binding obligation of the Depositary
enforceable against the Depositary in accordance with its terms; that the
Depositary is in compliance, with respect to acting as a Depositary under the
Deposit Agreement, with all applicable laws and regulations; and that the
Depositary has the requisite organizational and legal power and authority to
perform its obligations under the Deposit Agreement.
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 in connection with the filing by the Company of a Current Report
on Form 8-K (the "Form 8-K") on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. We hereby
consent to the filing of this opinion letter with the Form 8-K. 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.
Equity Residential Properties Trust
Board of Trustees
May 21, 1997
Page 4
We hereby consent 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. 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
[HOGAN & HARTSON L.L.P. LETTERHEAD]
May 21, 1997
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, as amended (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 ("Common Shares") and one or more series of its (i) preferred
shares of beneficial interest, $.01 par value (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 up
to 7,000,000 of the Company's Depositary Shares (the "Depositary Shares"), each
representing a 1/10 fractional interest in a share of the Company's Series D
Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01
per share (liquidation preference $250.00 per share) (the "Series D Preferred
Shares"), all of which Depositary Shares are to be sold by the Company. This
opinion letter is furnished to you at the Company's request to enable the
Company 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.
Rosenberg & Liebentritt, P.C.
May 21, 1997
Page 2
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 (the
"SDAT") on May 20, 1997 and the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
3. The Articles Supplementary to the Amended and Restated
Declaration of Trust relating to the Series D Preferred Shares as
filed with the SDAT on May 20, 1997 ("Articles Supplementary").
4. 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.
5. Copy of the Standard Underwriting Provisions dated May 16, 1997
of the Company and executed copies of the Terms Agreement dated
May 16, 1997 among the Company, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner and Smith Incorporated, Smith Barney Inc.,
PaineWebber Incorporated and Prudential Securities Incorporated
(collectively, the "Underwriting Agreement").
6. The Deposit Agreement dated May 21, 1997 between the Company and
The First National Bank of Boston (the "Deposit Agreement").
7. 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 on March 26, 1997 relating to
the issuance of the Series D Preferred Shares and resolutions
adopted by the Pricing Committee of the Board of Trustees on May
16, 1997 relating to the designation and issuance of the Series D
Preferred Shares and the issuance and sale of the Depositary
Shares underlying the Series D Preferred
Rosenberg & Liebentritt, P.C.
May 21, 1997
Page 3
Shares and arrangements in connection therewith, 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 copies (including telecopies). We also have assumed
the accuracy, completeness and authenticity of the foregoing certifications of
trust officers and statements of fact, on which we are relying, and have made no
independent investigatons thereof. 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 Series D Preferred Shares underlying the
Depositary Shares pursuant to the terms of the Underwriting Agreement and
receipt by the Company of the consideration for the Series D Preferred Shares
specified in the resolutions of the Board of Trustees and the Pricing Committee
referred to above, the Series D Preferred 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 (the "Form 8-K") on the date of this opinion letter,
which Form 8-K will be incorporated by reference into the Registration
Statement. We hereby consent to the filing of this opinion letter with the Form
8-K. 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 to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Rosenberg & Liebentritt, P.C.
May 21, 1997
Page 4
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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.