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EXHIBIT 8
February 6, 1998
Post Properties, Inc.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339
Re: Post Properties, Inc. -- 2,000,000 shares of 7 5/8%
Series C Cumulative Redeemable Preferred Shares
Ladies and Gentlemen:
We have acted as counsel to Post Properties, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 2,000,000 shares of 7 5/8% Series C Cumulative Redeemable
Preferred Shares of the Company (the "Series C Preferred Shares") pursuant to a
Prospectus Supplement dated February 6, 1998 (the "Series C Preferred Shares
Prospectus Supplement"). You have requested our opinion as to the accuracy of
the information contained in the Series C Preferred Shares Prospectus Supplement
under the heading "Certain Federal Income Tax Considerations."
Unless otherwise indicated, all terms used herein with initial capital
letters shall have the same meaning as in the Series C Preferred Shares
Prospectus Supplement.
In rendering the opinion expressed herein, we have examined such
documents as we have deemed appropriate. In our examination of documents, we
have assumed, with your consent, that all documents submitted to us are
authentic originals, or if submitted as photocopies or telecopies, that they
faithfully reproduce the originals thereof, that all such documents have been or
will be duly executed to the extent required, that all representations and
statements set forth in such documents are true and correct, and that all
obligations imposed by any such documents on the parties thereto have been or
will be performed or satisfied in accordance with their terms. We have also
obtained such additional information and representations as we have deemed
relevant and necessary through consultation with officers of the Company.
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February 6, 1998
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Based upon and subject to the foregoing, we are of the opinion that the
information in the Series C Preferred Shares Prospectus Supplement under the
heading "Certain Federal Income Tax Considerations" constitutes, in all material
respects, a fair and accurate summary of the material United States federal
income tax consequences of the purchase, ownership and disposition of the Series
C Preferred Shares under current law.
The opinion expressed herein is based upon the Internal Revenue Code of
1986, as amended, the U.S. Treasury Regulations promulgated thereunder, current
administrative positions of the U.S. Internal Revenue Service, and existing
judicial decisions, any of which could be changed at any time, possibly on a
retroactive basis. Any such changes could adversely affect the opinion rendered
herein and the tax consequences to the Company and the investors in the Series C
Preferred Shares. In addition, as noted above, our opinion is based solely on
the documents that we have examined, the additional information that we have
obtained, and the representations that have been made to us, and cannot be
relied upon if any of the facts contained in such documents or in such
additional information is, or later becomes, inaccurate or if any of the
representations made to us is, or later becomes, inaccurate. We are not,
however, aware of any facts or circumstances contrary to or inconsistent with
the information, assumptions, and representations upon which we have relied for
purposes of this opinion.
Finally, our opinion is limited to the tax matters specifically covered
thereby, and we have not been asked to address, nor have we addressed, any other
tax consequences of an investment in the Series C Preferred Shares.
Very truly yours,
/s/ King & Spalding
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King & Spalding