EXHIBIT 5
[Letterhead of Rosenberg & Liebentritt, P.C.]
June 5, 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 for Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
proposed issuance by the Company of awards of, or options to purchase,
8,000,000 common shares of beneficial interest of the Company, $.01 par value
per share (the "Common Shares"), in connection with the Equity Residential
Properties Trust Fourth Amended and Restated 1993 Share Option and Share
Award Plan (the "Plan"), 5,600,000 of such Common Shares have been registered
previously and 2,400,000 of such Common Shares (the "Option Shares") are
currently being registered pursuant to the filing of a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, with the Securities and Exchange Commission. 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.
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, as certified by the Maryland State Department of
Assessments and Taxation on June 2, 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. The Plan, as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
5. Resolutions of the Board of Trustees of the Company adopted on March
2, 1998 and approved by the shareholders of the Company on May 14,
1998, relating to the Plan, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect.
Board of Trustees
Equity Residential Properties Trust
Page 2
6. The forms of option agreements (the "Option Agreements") and Share
Awards (as defined in the Plan), as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect.
7. Such other records, certificates, documents and matters of law as we
have deemed necessary to render this opinion.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, 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.
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 opinion below that relates 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, when issued in accordance with the terms of the Plan, and, with
respect to Share Awards (as defined in the Plan), subject to the forfeiture
provisions set forth in Section 5 of the Plan, the Option 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 of the
Registration Statement on the date of this opinion letter and 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 filing of this opinion letter as Exhibit 5 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.
/s/ William C. Hermann
Vice President
EXHIBIT A
[Letterhead of Hogan & Hartson L.L.P.]
June 5, 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 the registration of 2,400,000 common shares of beneficial
interest, $.01 par value per share ("Option Shares"), on Form S-8 (the
"Registration Statement"), issuable under the Company's Fourth Amended and
Restated 1993 Share Option and Share Award Plan (the "Plan"). 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.
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 June 2, 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 March
2, 1998 and resolutions of the shareholders of the Company approved
at the Annual Meeting of Shareholders held on May 14, 1998, relating
to the Plan, as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
Rosenberg & Liebentritt, P.C.
June 5, 1998
Page 2
5. Forms of option agreements and share awards (as defined in the Plan),
as certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
6. The Plan, as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
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 when issued in accordance with the terms of the Plan, and, with
respect to Share Awards (as defined in the Plan), subject to the forfeiture
provisions set forth in Section 5 of the Plan, the Option 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 the Registration Statement on the date of this opinion letter.
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 filing of this opinion letter as Exhibit 5 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.
HOGAN & HARTSON L.L.P.