EXHIBIT 5.1
[LETTERHEAD OF PIPER RUDNICK LLP]
August 14, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve 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-4 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on June 14,
2002, of 7,777 shares (the "Shares") of Class A Common Stock, par value $.01 per
share, of the Company (the "Common Stock"). This opinion is being provided at
your request in connection with the filing of the Registration Statement.
The Shares (plus such additional shares as may be issued pursuant to certain
antidilution provisions) may be issued in exchange for up to 7,777 common
limited partnership units (the "Common OP Units") of AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), tendered for exchange and
subsequently offered for sale from time to time by certain the holders thereof.
The Common OP Units will be issued in exchange for units of limited partnership
interest of VMS National Residential Portfolio II (a participant in VMS National
Properties Joint Venture) (the "VMS II Units").
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 Registration Statement,
(b) the Charter of the Company (the "Charter"), certified by
the Maryland State Department of Assessments and Taxation,
(c) the By-Laws of the Company, as amended and restated and in
effect on the date hereof,
(d) the Third Amended and Restated Agreement of Limited
Partnership of AIMCO OP, as amended to date (the "AIMCO OP Partnership
Agreement"),
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
August 14, 2002
Page 2
including the provisions relating to the issuance and tender of the
Common OP Units,
(e) the proceedings of the Board of Directors of the Company
or a committee thereof relating to the authorization and issuance of
the Shares,
(f) an Officer's Certificate of the Company (the
"Certificate"), dated the date hereof, as to certain factual matters,
and
(g) such other statutes, certificates, instruments, and
documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion.
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 will be issued in accordance with the terms of the resolutions
authorizing their issuance.
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 to be issued in exchange for the Common
OP Units tendered for exchange have been duly authorized and, upon exchange of
such Common OP Units in accordance with the terms of AIMCO OP Partnership
Agreement and issuance and delivery of stock certificates representing the
Shares, will be 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
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
August 14, 2002
Page 3
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 (i) the Common OP Units will be validly
issued by AIMCO OP in exchange for the VMS II Units, and (ii) the
issuance of the Shares will not cause (A) the Company to issue shares
of Common Stock in excess of the number of shares of such class
authorized by the Charter at the time of issuance of the Shares and (B)
any person to violate any of the provisions of the Charter relating to
the Initial Holder Limit, the Look-Through Ownership Limit, or the
Ownership Limit (as those terms are defined in the Charter).
(e) 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
Registration Statement 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 RUDNICK LLP