Exhibit 5
[Rosenberg & Liebentritt, P.C.]
March 30, 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. 333-45533) (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to the proposed public offering of up to $1,000,000,000 in
aggregate amount of its (i) common shares of beneficial interest, $.01 par value
per share ("Common Shares") and one or more series of its (ii) preferred shares
of beneficial interest, $.01 par value per share (the "Preferred Shares") and
(iii) 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 public offering of
495,663 Common Shares (the "Shares") as described in a Prospectus Supplement of
the Company, dated March 25, 1998 (the "Prospectus Supplement"). 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 Taxation on March
27, 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 January 14, 1998, relating to the filing of the
Registration Statement and related matters, and on November 14,
1997, and of the Pricing Committee of the Board of Trustees on
March 25, 1998, relating to the offerings 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 March 25, 1998,
among the Company, ERP Operating Limited Partnership (the
"Operating Partnership") and EVEREN Securities, Inc., 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.]
March 30, 1998
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
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. 333-45533) (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 issuance and sale of 495,663 common shares of
beneficial interest, $.01 par value per share, as described in a Prospectus
Supplement dated March 25, 1998 (the "EVEREN Shares"). 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 Taxation on March 27, 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 and January 14, 1998, relating to the filing of the
Registration Statement and related matters, and November 14, 1997, and
by the Pricing Committee of the Board of Trustees on March 25, 1998,
relating to the offering of the EVEREN 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 (the "Terms Agreement") (which
incorporates by reference the Company's Standard Underwriting
Provisions dated May 16, 1997), dated March 25, 1998, between the
Company, ERP Operating Limited Partnership ("ERP"), an Illinois
limited partnership, and EVEREN Securities, Inc.
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 EVEREN Shares pursuant to the terms of
the Terms Agreement and receipt by the Company of the consideration for the
EVEREN Shares specified in the resolutions of the Board of Trustees and the
Pricing Committee referred to above, the EVEREN 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.