EXHIBIT 5.1
6225 Smith Avenue
Baltimore, Maryland 21209-3600
main 410.580.3000 fax 410.580.3001
April 11, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Class R Cumulative Preferred Stock
Ladies and Gentlemen:
We have acted as 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"),
pursuant to a Registration Statement on Form S-3 of the Company (Registration
No. 333-71452) and Amendment No. 1 thereto (collectively, the "Registration
Statement") filed on October 12, 2001 and November 7, 2001, respectively,
including the prospectus included therein at the time the Registration Statement
was declared effective (the "Prospectus"), with the Securities and Exchange
Commission (the "Commission"), for offering by the Company from time to time of
up to $821,806,085 aggregate initial offering price of certain securities
described therein, including 1,000,000 additional shares (the "Shares") of the
Class R Cumulative Preferred Stock, par value $.01 per share (the "Class R
Preferred Stock"), of the Company, being issued and sold pursuant to a Purchase
Agreement, dated as of April 10, 2002 (the "Purchase Agreement"), by and among
Security Capital Research & Management Incorporated, Nuveen Real Estate Income
Fund, and Security Capital U.S. Real Estate Shares, a series of Security Capital
Real Estate Mutual Funds Incorporated (collectively, the "Purchaser"), on the
one hand, and the Company and AIMCO Properties, L.P., a Delaware limited
partnership on the other. This opinion is being provided at your request in
connection with the Registration Statement and supplements our opinion, dated
October 31, 2001, filed as Exhibit 5.1 to the Registration Statement.
In rendering the opinion expressed herein, 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
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
April 11, 2002
Page 2
Supplementary of the Company relating to the additional shares of Class
R Preferred Stock and filed with the MSDAT on July 31, 2001, March 22,
2002, and April 10, 2002 (collectively, the "Articles Supplementary").
(b) The By-Laws of the Company, as amended and restated and in
effect on the date hereof.
(c) The Purchase Agreement.
(d) The Registration Statement.
(e) The Prospectus, and related final Prospectus Supplement,
dated April 10, 2002 (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
Purchase 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 of the Company, dated the date
hereof (the "Certificate"), 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, we have relied solely
upon the Certificate. We have also assumed, without independent investigation,
that the Shares were issued in accordance with the terms of the Purchase
Agreement, the Registration Statement, the Prospectus, the Prospectus
Supplement, and the resolutions authorizing their issuance.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
April 11, 2002
Page 3
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
are validly issued, fully paid, and non-assessable.
The opinion set forth herein is subject to additional assumptions,
qualifications and limitations as follows:
(a) This opinion concerns only the effect of the laws
(exclusive of 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.
(b) We have made no investigation of, and we express no
opinion as to, the laws of any jurisdiction other than the laws of the
State of Maryland. To the extent that any documents referred to herein
are governed by the laws of a jurisdiction other than Maryland, we have
assumed that the laws of such jurisdiction are the same as the laws of
Maryland.
(c) We express no opinion as to compliance with the securities
(or "blue sky") laws or the real estate syndication laws of the State
of Maryland.
(d) We assume that the issuance of the Shares by the Company
will not cause any person to violate any of the provisions of the
Company Charter relating to the Initial Holder Limit, the Look-Through
Ownership Limit, or the Ownership Limit (as those terms are defined in
the Company Charter).
(e) This opinion is limited to the matters set forth herein,
and no other opinion should be inferred beyond the matters expressly
stated.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
April 11, 2002
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Current Report on Form 8-K (which is incorporated into the Registration
Statement) and to the reference to our firm under the heading "Legal Matters" in
the Prospectus Supplement relating to the Shares. 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 RUDNICK LLP