Exhibit 5
[Rosenberg & Liebentritt, P.C.]
January 27, 1998
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as counsel to Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with its
registration statement on Form S-3 (SEC File No. 333-32183) (the
"Registration Statement") previously declared effective by the Securities and
Exchange Commission relating to (a) the proposed public offering of up to
$750,000,000 in aggregate amount of its common shares of beneficial interest,
$.01 par value per share ("Common Shares") and one or more series of its (i)
preferred shares of beneficial interest, $.01 par value per share (the
"Preferred Shares") and (ii) depositary shares representing fractional
interests in Preferred Shares (the "Depositary Shares" and, together with the
Preferred Shares and Common Shares, the "Securities"), all of which
Securities may be offered and sold by the Company from time to time as set
forth in the prospectus which forms a part of the Registration Statement (the
"Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement"). This opinion letter is
rendered in connection with the proposed sale to Prudential Securities
Incorporated and J.P. Morgan Securities Inc. (the "Underwriters") of an
aggregate of 4,000,000 Common Shares (the "Shares") as described in a
Prospectus Supplement dated January 21, 1998. This opinion letter is
furnished to you at your request to enable the Company to continue to fulfill
the requirements of Item 601(b)(4) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Second Amended and Restated Declaration of Trust, as amended,
of the Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation on
January 26, 1998 and by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
3. The Second Amended and Restated Bylaws of the Company, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on June
26, 1997 and November 14, 1997 relating to the filing of the
Registration Statement and related matters and by the Pricing
Committee of the Board of Trustees on January 21, 1998, relating to
the offering of the Shares, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect.
5. An executed copy of the Terms Agreement, dated January 21, 1998,
among the Company, ERP Operating Limited Partnership and the
Underwriters, which incorporates therein the terms and provisions
of the Company's Standard Underwriting Provisions, dated May 16,
1997 (collectively, the "Purchase Agreement") .
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents
of all documents submitted to us as certified, telecopied, photostatic, or
reproduced copies. This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
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 foregoing opinions, 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 Hogan
& Hartson L.L.P., a copy of which is attached hereto as EXHIBIT A.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof, following issuance of the Shares
pursuant to the terms of the Purchase Agreement and receipt by the Company of
the consideration for the Shares specified in the resolutions of the Board of
Trustees and the Pricing Committee thereof referred to above, the Shares will
be validly issued, fully paid and nonassessable under Title 8 of the
Corporations and Associations Article of the Annotated Code of Maryland.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing by the
Company of a Current Report on Form 8-K on the date of this opinion letter,
which Form 8-K will be incorporated by reference into the Registration
Statement. This opinion letter should not be quoted in whole or in part or
otherwise be referred to, nor filed with or furnished to any governmental
agency or other person or entity, without the prior written consent of this
firm.
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the
Securities to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities
Act of 1933, as amended.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
By: /s/ William C. Hermann
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Vice President
Exhibit A
[HOGAN & HARTSON L.L.P.]
January 27, 1998
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland counsel to Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), in
connection with its registration statement on Form S-3 (No. 333-32183) (the
"Registration Statement") previously declared effective by the Securities and
Exchange Commission relating to the proposed public offering of securities of
the Company that may be offered and sold by the Company from time to time as
set forth in the prospectus which forms a part of the Registration Statement
(the "Prospectus"), and as to be set forth in one or more supplements to the
Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered
in connection with the proposed public offering of up to 4,600,000 common
shares of beneficial interest, $.01 par value (the "Common Shares"), including
600,000 Common Shares subject to the Underwriters' over-allotment option, as
described in a Prospectus Supplement dated January 21, 1998. This opinion
letter is furnished to you at your request to enable the Company to continue 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.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Second Amended and Restated Declaration of Trust, as
amended, of the Company (the "Declaration of Trust"), as
certified by the Maryland State Department of Assessments and
Rosenberg & Liebentritt, P.C.
December 23, 1997
Page 2
Taxation on January 26, 1998 and the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
3. The Second Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
June 26, 1997, relating to the filing of the Registration
Statement and related matters, November 14, 1997 and by the
Pricing Committee of the Board of Trustees on January 21, 1998,
relating to the offering of the Common Shares, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. An executed copy of the Terms Agreement (which incorporates by
reference the Company's Standard Underwriting Provisions dated
May 16, 1997) dated January 21, 1998, between the Company, ERP
Operating Limited Partnership, a Delaware limited partnership,
Prudential Securities Incorporated and J.P. Morgan Securities
Inc. (the "Terms Agreement").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on Title 8
of the Corporations and Associations Article of the Annotated Code of Maryland
(the "Maryland REIT Statute"). We express no opinion herein as to any other
laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Common Shares pursuant to the terms of
the Terms Agreement and receipt by the Company of the consideration for the
Common Shares specified in the resolutions of the Board of Trustees and the
Pricing
Rosenberg & Liebentritt, P.C.
December 23, 1997
Page 3
Committee referred to above, the Common Shares will be validly issued, fully
paid and nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing by the Company
of a Current Report on Form 8-K on the date of this opinion letter, which Form
8-K will be incorporated by reference into the Registration Statement. This
opinion letter should not be quoted in whole or in part or otherwise be
referred to, nor filed with or furnished to any governmental agency or other
person or entity, without the prior written consent of this firm.
We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
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HOGAN & HARTSON L.L.P.