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EXHIBIT 5.1
[PIPER MARBURY RUDNICK & WOLFE LLP LETTERHEAD]
August 1, 2001
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Apartment Investment and Management Company
Ladies and Gentlemen:
We have acted as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement of the Company on Form S-3 (Registration No. 333-61409)
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on August 13, 1998, and amended on October 16, 1998 and
November 25, 1998, of an aggregate of 800,000 shares of its Class R Cumulative
Preferred Stock, par value $.01 per share (the "Class R Preferred Stock"). This
opinion is provided at your request in connection with the filing of a Form 8-K
in connection with the public offering of the Class R Preferred Stock.
In our capacity as special Maryland counsel, we have reviewed originals
or copies, certified or otherwise identified to our satisfaction, of the
following documents:
(a) The Charter of the Company (the "Charter"), certified by
the Department of Assessments and Taxation of the State of Maryland
(the "MSDAT"), the Articles Supplementary of the Company relating to
the Class R Preferred Stock and filed with the MSDAT on July 18, 2001
and the Articles Supplementary of the Company filed with the MSDAT on
August 1, 2001.
(b) The By-Laws (the "By-Laws") of the Company, as amended and
restated and in effect on the date hereof.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
August 1, 2001
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(c) The Underwriting Agreement dated July 27, 2001, by and
among Morgan Stanley & Co. Incorporated, on the one hand, and the
Company and AIMCO Properties, L.P., a Delaware limited partnership, on
the other (the "Underwriting Agreement").
(d) The Registration Statement.
(e) The final Prospectus dated November 25, 1998 (the
"Prospectus"), which forms a part of the Registration Statement, and
related final Prospectus Supplement dated July 27, 2001 (the
"Prospectus Supplement") relating to the Shares.
(f) The minutes of proceedings of the Board of Directors of
the Company or a committee thereof relating to the authorization of the
Underwriting Agreement and the authorization and the issuance of the
Shares.
(g) A short-form Good Standing Certificate for the Company,
dated a recent date, issued by the MSDAT.
(h) An Officer's Certificate (the "Certificate") of the
Company, dated the date hereof, as to certain factual matters.
(i) Such other documents as we have considered necessary to
the rendering of the opinion expressed below.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution, and delivery by such parties of such documents
and the validity, binding effect, and enforceability thereof with respect to
such parties. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely upon the Certificate.
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
August 1, 2001
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Based upon the foregoing, having regard for such legal considerations
as we deem relevant, and limited in all respects to applicable Maryland law, we
are of the opinion and advise you that the Shares have been duly authorized and,
upon issuance and delivery against payment therefor in accordance with the terms
of the Underwriting Agreement, will be duly and validly issued, fully paid, and
non-assessable.
In addition to the qualifications set forth above, this opinion is
subject to the qualification that we express no opinion as to the laws of any
jurisdiction other than the State of Maryland. This opinion concerns only the
effect of the laws (exclusive of the securities or "blue sky" laws and the
principles of conflict of laws) of the State of Maryland as currently in effect.
We assume no obligation to supplement this opinion if any applicable laws change
after the date hereof or if any facts or circumstances come to our attention
after the date hereof that might change this opinion. This opinion is limited to
the matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included in the Registration Statement. In giving our consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
Piper Marbury Rudnick & Wolfe LLP