EXHIBIT 5
[ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD]
October 3, 1997
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel for Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
proposed issuance by the Company of awards of, or options to purchase, 5,600,000
common shares of beneficial interest of the Company, $0.01 par value per share
(the "Common Shares"), in connection with the adoption by the Company of the
Equity Residential Properties Trust Third Amended and Restated 1993 Share Option
and Share Award Plan (the "Plan"), 3,600,000 of which Common Shares have been
registered previously and 2,000,000 of which Common Shares are currently being
registered pursuant to the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission. 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)(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 Second Amended and Restated Declaration of Trust of the Company.
3. The Second Amended and Restated Bylaws of the Company.
4. The Plan.
5. Certain minutes or unanimous written consents of
the Board of Trustees and the shareholders of the Company relating
to the Plan.
6. The forms of option agreements (the "Option Agreements") and Share
Awards (as defined in the Plan).
7. Such other records, certificates, documents and matters of law as we
have deemed necessary to render this opinion.
Board of Trustees
Equity Residential Properties Trust
October 3, 1997
Page 2
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all document 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.
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
opinions set forth herein, 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 opinion below that relates 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, when issued in accordance with the terms of the Plan, and, with respect to
Share Awards (as defined in the Plan), subject to the forfeiture provisions set
forth in Section 5 of the Plan, the Common Shares will be validly issued, fully
paid and nonassessable under Title 8 of the Corporation and Associations Article
of the Annotated Code of Maryland.
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 of the Registration
Statement on the date of this opinion letter and 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 filing of this opinion letter as Exhibit 5 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.
/s/ Ruth Pinkham Haring
------------------------------
Vice President
Exhibit A
[HOGAN & HARTSON L.L.P. LETTERHEAD]
October 3, 1997
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland counsel to Equity Office Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with its registration statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission relating to 5,600,000 shares
of the Company's common shares of beneficial interest, par value $.01 per share
(the "Shares"), issuable in connection with the Company's Third Amended and
Restated 1993 Share Option and Share Award Plan (the "1993 Option Plan"). 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)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. The Registration Statement.
2. The Second Amended and Restated Declaration of Trust of the
Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation on
September 19, 1997, and the Assistant Secretary of the Company on
the date hereof as being complete, accurate and in effect.
3. The Second Amended and Restated Bylaws of the Company, as
certified by the Assistant Secretary of the Company on the date
hereof as being complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company, as certified
by the Assistant Secretary of the Company on the date hereof as
Rosenberg & Lienbentritt, P.C.
October 3, 1997
Page 2
being complete, accurate and in effect, approving and adopting
the 1993 Option Plan.
5. A certificate of the Assistant Secretary of the Company
certifying as of the date hereof that the adoption of certain
amendments to the 1993 Option Plan relating to, among other
things, an increase in the aggregate number of shares reserved
for issuance under such Plan and an increase in the number of
options issuable to any individual in a calendar year was
approved by the shareholders of the Company at the Annual Meeting
of Shareholders held on July 22, 1997.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, 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, when issued in accordance with the terms of the 1993 Option Plan,
and, with respect to Share Awards (as defined in the 1993 Option Plan), subject
to the forfeiture provisions set forth in Section 5 of the 1993 Option Plan, 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 of the Registration
Statement on the date of this opinion letter and 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.
October 3, 1997
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5 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,
HOGAN & HARTSON L.L.P.