EXHIBIT 5(a)
191 Peachtree Street
Atlanta, Georgia 30303-1763
www.kslaw.com
Direct Dial: 404-572-4600
Direct Fax: 404-572-5100
October 6, 2004
Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Re: Post Apartment Homes, L.P. - 5 1/8% Notes due 2011
Ladies and Gentlemen:
We have acted as counsel for Post Apartment Homes, L.P., a
Georgia limited partnership (the "Operating Partnership") in connection with the
registration under the Securities Act of 1933, as amended, of $100,000,000
aggregate principal amount of 5 1/8% Notes due 2011 (the "Notes") pursuant to a
Prospectus Supplement dated October 6, 2004 (the "Prospectus Supplement").
In connection with this opinion, we have reviewed such matters of law
and examined original, certified, conformed or photographic copies of such other
documents, records, agreements and certificates as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such review we have assumed the
genuineness of signatures on all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us as certified,
conformed or photographic copies. We have relied, as to the matters set forth
therein, on certificates of public officials. As to certain matters of fact
material to this opinion, we have relied, without independent verification, upon
certificates of Post GP Holdings, Inc., a Georgia corporation and the general
partner of the Operating Partnership, and of certain officers of Post GP
Holdings.
We have assumed that the execution and delivery of, and the
performance of all obligations under, the Indenture dated as of September 15,
2000 as supplemented by the First Supplemental Indenture dated December 1, 2000,
(collectively, the "Indenture") between the Operating Partnership and SunTrust
Bank, as the trustee (the "Trustee") will be duly authorized by all requisite
action by the Trustee, and that the Indenture was duly executed and delivered
by, and is a valid and binding agreement of, the Trustee, enforceable against
the Trustee in accordance with its terms.
Post Apartment Homes, L.P.
October 6, 2004
Page 2
This opinion is limited in all respects to the laws of the
States of Georgia and New York, and no opinion is expressed with respect to the
laws of any other jurisdiction or any effect which such laws may have on the
opinions expressed herein. This opinion is limited to the matters stated herein,
and no opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing, and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:
(i) The Operating Partnership is a validly existing limited
partnership under the laws of the State of Georgia;
(ii) Upon the issuance and sale thereof as described in the
Prospectus Supplement and, when executed by the Operating Partnership and duly
authenticated by the Trustee in accordance with the terms of the Indenture, the
Notes will be valid and binding obligations of the Operating Partnership,
enforceable against the Operating Partnership in accordance with their terms,
subject, as to the enforcement of remedies, to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies of
creditors generally, and the effects of general principles of equity.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Operating Partnership in connection with the matters addressed herein.
This opinion may not be furnished to or relied upon by any person or entity for
any purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit
to the current report on Form 8-K and to the reference to us under the caption
"Legal Matters" in the Prospectus Supplement dated October 6, 2004.
Very truly yours,
/s/ King & Spalding LLP
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King & Spalding LLP