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EXHIBIT 8.1
December 17, 1999
Camden Property Trust
Three Greenway Plaza
Suite 1300
Houston, Texas 77046
Ladies and Gentlemen:
These opinions are delivered to you in our capacity as counsel to
Camden Property Trust (the "Company") in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission"). These opinions relate to (1) the
Company's qualification for federal income tax purposes as a real estate
investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and (2) the accuracy of the section entitled "Federal Income Tax
Considerations and Consequences of Your Investment" (the "Prospectus Tax
Section") in the prospectus contained in the Registration Statement.
In rendering the following opinions, we have examined the Declaration
of Trust and Bylaws of the Company and such other records, certificates and
documents as we have deemed necessary or appropriate for purposes of rendering
the opinions set forth herein.
We have reviewed the descriptions set forth in the Registration
Statement of the Company and its investments, activities, operations and
governance. We have relied upon the facts set forth in the Registration
Statement and upon the factual representations of officers of the Company that
the company has been and will be owned and operated in such a manner that the
Company has and will continue to satisfy the requirements for qualification as a
REIT under the Code. We assume that the Company has been and will be operated in
accordance with applicable laws and the terms and conditions of applicable
documents. In addition, we have relied on certain additional facts and
assumptions described below.
In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. We have
also assumed, without investigation, that all documents, certificates,
representations, warranties and covenants on which we have relied in rendering
the opinions set forth below and that were given or dated earlier than the date
of this letter continue to remain accurate, insofar as relevant to the opinions
set forth herein, from such earlier date through and including the date of this
letter.
The discussion and conclusions set forth below are based upon the Code,
the Treasury Regulations and Procedure and Administration Regulations
promulgated thereunder and existing administrative and judicial interpretations
thereof, all of which are subject to change. No assurance can therefore be given
that the federal income tax consequences described below will not be altered in
the future.
Based upon and subject to the foregoing and the assumptions,
qualifications and factual matters in the Registration statement, and provided
that the Company continues to meet the applicable asset composition, source of
income, shareholder diversification, distribution and other requirements of the
Code necessary for a corporation to qualify as a REIT, we are of the opinion
that:
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1. The Company has met the requirements for qualification and
taxation as a REIT for each taxable year commending with the
taxable year ended December 31, 1993.
2. The diversity of equity ownership, operations through the date
of this opinion and proposed method of operation should allow
the Company to qualify as a REIT for the taxable year ending
December 31, 1999.
3. The discussion in the Prospectus Tax Section to the extent it
describes matters of law or legal conclusions is correct in
all material respects.
We express no opinion with respect to the transactions described herein
and in the Registration Statement other than those expressly set forth herein.
We assume no obligation to advise you of any changes in our opinion subsequent
to the delivery of this opinion letter. The Company's qualification and taxation
as a REIT depend upon the Company's ability to meet on a continuing basis,
through actual annual operating and other results, the various requirements
under the Code with regard to, among other things, the sources of its income,
the composition of its assets, the level of its distributions to shareholders,
and the diversity of its share ownership. Locke Liddell & Sapp LLP will not
review the Company's compliance with these requirements on a continuing basis.
Accordingly, no assurance can be given that the actual operating results of the
Company and the entities in which the Company owns interests, the sources of
their income, the nature of their assets, the level of distributions to
shareholders and the diversity of share ownership for any given taxable year
will satisfy the requirements under the Code for qualification and taxation as a
REIT. Additionally, you should recognize that our opinions are not binding on
the Internal Revenue Service (the "IRS") and that the IRS may disagree with the
opinions contained herein.
This opinion letter has been prepared and furnished to you solely for
use in connection with the filing of the Registration Statement. We hereby
consent to the use and filing of this opinion as an exhibit to the Registration
Statement and to all references to us in the Registration Statement. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended or
the rules and regulations of the Commission.
Very truly yours,
/s/ Locke Liddell & Sapp LLP