1
Exhibit 5
[ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD]
April 16, 1997
Board of Directors
Manufactured Home Communities, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Re: Registration Statement on Form S-8
Dated April 16, 1997
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Manufactured Home Communities, Inc., a
Maryland corporation (the "Company"), in connection with the registration of
1,000,000 shares of common stock, $.01 par value per share, of the Company (the
"Shares") covered by a Registration Statement on Form S-8 (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "1933
Act"). The Shares are to be issued by the Company pursuant to the Company's
1992 Stock Option and Stock Award Plan, as amended (the "Plan"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Registration Statement. This opinion letter is furnished to you at your
request to enable the Company to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Commission, pursuant to the
1933 Act;
2. The charter of the Company, as amended, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
2
Board of Directors
Manufactured Home Communities, Inc.
April 16, 1997
Page 2
4. Resolutions adopted by the Board of Directors of the Company (the
"Board") relating to the approval of the Plan, certified as of a recent date by
the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate representing a share of Common Stock,
certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the good standing
of the Company;
8. A certificate executed by the Secretary of the Company, dated April 14,
1997;
9. A copy of the Plan, certified as of a recent date by the Secretary of
the Company; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable principles.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are true
and complete. There are no oral or written modifications or amendments to the
Documents, by action or omission of the parties or otherwise.
3
Board of Trustees
Manufactured Home Communities, Inc.
April 16, 1997
Page 3
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the transactions giving rise to the issuance of
this opinion.
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
opinions set forth herein, we express no opinion with respect to any laws
relevant to this opinion other than the laws and regulations identified herein.
With respect to the opinions below that relate to the laws of the State of
Maryland, with your consent, we rely solely on the opinion of Ballard Spahr
Andrews & Ingersoll, a copy of which is attached hereto as Exhibit A.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized for issuance pursuant to the Plan
and, when and if issued and delivered against payment therefor in the manner
described in the Plan, the Registration Statement and the resolutions of the
Board of Directors of the Company authorizing their issuance (assuming that the
sum of (a) all shares of stock issued and outstanding as of the date hereof,
(b) any shares of stock issued between the date hereof and the dates on which
the Shares are actually issued, and (c) the Shares will not exceed the total
number of shares of stock that the Company is authorized to issue), the Shares
will be validly issued, fully paid and nonassessable.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for submission to
the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
4
Board of Trustees
Manufactured Home Communities, Inc.
April 16, 1997
Page 4
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the 1933 Act.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
5
EXHIBIT A
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
FILE NUMBER
847720
April 16, 1997
Manufactured Home Communities, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Re: Registration Statement on Form S-8
Dated April 16, 1997
----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Manufactured Home Communities, Inc.,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 1,000,000 shares of common
stock, $.01 par value per share, of the Company (the "Shares") covered by the
above-referenced Registration Statement (the "Registration Statement"), filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"). The Shares are
to be issued by the Company pursuant to the Company's 1992 Stock Option and
Stock Award Plan, as amended (the "Plan"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Registration
Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Commission, pursuant to the
1933 Act;
2. The charter of the Company, as amended, certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
6
Manufactured Home Communities, Inc.
April 16, 1997
Page 2
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
4. Resolutions adopted by the Board of Directors of the Company (the
"Board") relating to the approval of the Plan, certified as of a recent date by
the Secretary of the Company;
5. Resolutions adopted by the Board relating to the issuance and
registration of the Shares, certified as of a recent date by the Secretary of
the Company;
6. A specimen of the certificate representing a share of Common Stock,
certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date as to the good standing
of the Company;
8. A certificate executed by the Secretary of the Company, dated April 14,
1997;
9. A copy of the Plan, certified as of a recent date by the Secretary of
the Company; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights or (b) by general equitable principles.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the
7
Manufactured Home Communities, Inc.
April 16, 1997
Page 3
Documents are true and complete. There are no oral or written modifications or
amendments to the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or
limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the transactions giving rise to the issuance of
this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized for issuance pursuant to the Plan
and, when and if issued and delivered against payment therefor in the manner
described in the Plan, the Registration Statement and the resolutions of the
Board of Directors of the Company authorizing their issuance (assuming that the
sum of (a) all shares of stock issued and outstanding as of the date hereof,
(b) any shares of stock issued between the date hereof and the dates on which
the Shares are actually issued, and (c) the Shares will not exceed the total
number of shares of stock that the Company is authorized to issue), the Shares
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and
we do not express any opinion herein concerning any other law. The opinion
expressed herein is subject to the effect of judicial decisions which may
permit the introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to compliance with the
securities (or "blue sky") laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for submission to
the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit
8
Manufactured Home Communities, Inc.
April 16, 1997
Page 4
that we are within the category of persons whose consent is required by Section
7 of the 1933 Act.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL