[LETTERHEAD OF ROSENBERG & LIEBENTRITT, P.C.]
October 8, 1997
ERP Operating Limited Partnership
c/o 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 ERP Operating Limited Partnership, an Illinois
limited partnership ("ERP"), the general partner of which is Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company") in
connection with ERP's registration statement on Form S-3 (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to unsecured senior debt securities in a maximum aggregate
offering price of $500,000,000 (the "Securities") (SEC File No. 333-12213), all
of which Securities may be offered and sold by ERP 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 by ERP of $150,000,000 principal
amount of its 7 1/8% Notes due October 15, 2017 (the "Notes") as described in a
Prospectus Supplement dated October 3, 1997. This opinion letter is furnished
to you at your request to enable ERP 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 Second Amended and Restated Declaration of Trust 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.
LAW OFFICES
ROSENBERG & LIEBENTRITT, P.C.
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ERP Operating Limited Partnership
Board of Trustees
Equity Residential Properties Trust
October 8, 1997
Page 2
3. The Second 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. The Fourth Amended and Restated Agreement of Limited Partnership of
ERP as certified by the Secretary of the Company, as the general
partner of ERP, on the date hereof as then being complete, accurate
and in effect.
5. Resolutions of the Board of Trustees of the Company, as the general
partner of ERP, adopted on September 13, 1996 relating to the filing
of the Registration Statement and related matters, and on August 4,
1997 and September 12, 1997, and by the Pricing Committee of the Board
of Trustees on October 3, 1997, relating to the offering of the Notes,
as certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
6. Executed copies of the Purchase Agreement, dated December 13, 1994,
between ERP and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and the Terms Agreement, dated October 3, 1997, among ERP 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.
Based upon, subject to and limited by the foregoing, we are of the opinion
that, as of the date hereof, following issuance of the Notes pursuant to the
terms of the Underwriting Agreement and receipt by ERP of the consideration for
the Notes specified in the resolutions of the Company's Board of Trustees and
the Pricing Committee referred to above, the Notes will
LAW OFFICES
ROSENBERG & LIEBENTRITT, P.C.
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ERP Operating Limited Partnership
Board of Trustees
Equity Residential Properties Trust
October 8, 1997
Page 3
be validly issued and legally binding obligations of ERP enforceable against ERP
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer, or similar laws affecting
creditors' rights generally from time to time in effect and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity) and except that a waiver of rights under any
usury law may be unenforceable.
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 ERP 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:
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Vice President