-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TBDp8j13SoTbkIw2bdOYA9JDCA4g657wIuSoq0FGDaCiZRPWDCVas9in0k+A+/3+ lbS8+A4jzX2wsKs6oKmQGQ== 0000950137-03-003459.txt : 20030619 0000950137-03-003459.hdr.sgml : 20030619 20030619112930 ACCESSION NUMBER: 0000950137-03-003459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030619 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 03749755 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: 2 N RIVERSIDE PLAZA, STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281182 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 8-K 1 c77793e8vk.txt CURRENT REPORT As filed with the Securities and Exchange Commission on June 19, 2003 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 19, 2003 EQUITY RESIDENTIAL (Exact Name of Registrant as Specified in Charter) MARYLAND 1-12252 13-3675988 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 474-1300 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit Number Exhibit - ------ ------- 1 Terms Agreement dated May 20, 2003 among the Registrant, ERP Operating Limited Partnership, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and Wachovia Securities, Inc., as representatives of the several Underwriters designated in the Terms Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-45533, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement, which Terms Agreement incorporates by reference the terms and provisions of the Registrant's Standard Underwriting Provisions, dated May 16, 1997, which was previously filed as Exhibit 1 to the Registrant's registration statement on Form S-3, file no. 333-27153 under the Securities Act of 1933, as amended, and is incorporated herein by reference thereto, and which, as this Form 8-K filing is incorporated by reference in registration statement no. 333-45533, is set forth in full in such registration statement. 5 Opinion of Piper Rudnick, LLP, which is being filed pursuant to Regulation S-K, Item 601(b)(5) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-45533, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement. 8 Opinion of Piper Rudnick, which is being filed pursuant to Regulation S-K, Item 601(b)(8) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-45533, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement. 23.1 Consent of Piper Rudnick, LLP (included in Exhibit 5) 23.2 Consent of Piper Rudnick (included in Exhibit 8) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUITY RESIDENTIAL Date: June 19, 2003 By: /s/ BRUCE C. STROHM -------------------------------- Bruce C. Strohm Executive Vice President, General Counsel and Secretary EX-1 3 c77793exv1.txt TERMS AGREEMENT DATED MAY 20, 2003 EXHIBIT 1 EXECUTION COPY EQUITY RESIDENTIAL (a Maryland real estate investment trust) Depositary Shares Each Representing 1/10 of a 6.48% Series N Cumulative Redeemable Preferred Share of Beneficial Interest (Liquidation Preference Equivalent to $25.00 Per Depositary Share) TERMS AGREEMENT Dated: May 20, 2003 To: Equity Residential ERP Operating Limited Partnership Two North Riverside Plaza Chicago, Illinois 60606 Ladies and Gentlemen: We (the "Representatives") understand that Equity Residential ("EQR" or the "Company") proposes to issue and sell interests in 6.48% Series N Cumulative Redeemable Preferred Shares of Beneficial Interest ("Series N Preferred Shares") in the form of depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts") (the Depositary Shares and Depositary Receipts collectively hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Standard Underwriting Provisions referred to below) set forth below opposite their respective names at the purchase price per Depositary Share set forth below.
NUMBER OF INITIAL UNDERWRITTEN UNDERWRITER SECURITIES ----------- ------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated....................... 1,275,000 Citigroup Global Markets, Inc....................... 1,275,000 Morgan Stanley & Co. Incorporated................... 1,275,000 Wachovia Securities Inc............................. 1,275,000 Bear, Stearns & Co. Incorporated.................... 180,000 McDonald Investments Inc............................ 180,000 Prudential Securities Incorporated.................. 180,000 Raymond James & Associates, Inc..................... 180,000 Wells Fargo Investments Services, LLC............... 180,000 --------- Total...................................... 6,000,000 =========
The Underwritten Securities shall have the following terms: TITLE OF SECURITIES: Depositary Shares, each representing 1/10 of a Series N Preferred Share. NUMBER OF DEPOSITARY SHARES: 6,000,000 (or 600,000 Series N Preferred Shares) FRACTIONAL AMOUNT OF PREFERRED SHARES 1/10 of a Series N Preferred Share deposited with EquiServe Trust REPRESENTED BY EACH DEPOSITARY SHARE: Company, N.A., as Depositary, entitling the holder to all proportional rights and preferences of the Series N Preferred Shares (including distribution, voting, redemption and liquidation rights and preferences). CURRENT RATINGS: Moody's: "Baa2" S&P: "BBB" Fitch: "BBB+" DISTRIBUTION RATE: $1.62 per annum, (representing 6.48% of the public offering price per Depositary Share per year) payable quarterly on or about the 15th day of January, April, July and October of each year, commencing on October 15, 2003. PAR VALUE: $.01 per Series N Preferred Share LIQUIDATION PREFERENCE: $250.00 per Series N Preferred Share (equivalent to $25.00 per Depositary Share), plus accrued and unpaid distributions. RANKING: With respect to the payment of distributions and amounts upon liquidation, the Series N Preferred Shares will rank pari passu with any other preferred shares and will rank senior to the Common Shares and any other shares of beneficial interest of the Company ranking junior to the Series N Preferred Shares. PUBLIC OFFERING PRICE PER DEPOSITARY SHARE: $25.00, plus accumulated distributions, if any, from June 19, 2003. UNDERWRITING DISCOUNT: $0.7875 (or 3.15% of the public offering price per Depositary Share) PROCEEDS TO THE COMPANY: $24.2125 per Depositary Share CONVERSION: None OPTIONAL REDEMPTION: EQR may not redeem the Series N Preferred Shares prior to June 19, 2008. On and after June 19, 2008, EQR may, at its option, redeem the Series N Preferred Shares represented by Depositary Shares, in whole or in part, by payment of $25.00 per Depositary Share, plus accrued and unpaid dividends to and including the date of redemption. Any partial redemption will be on a pro rata basis. Notwithstanding the foregoing, EQR may redeem Series N Preferred Shares at any time in certain circumstances relating to the maintenance of its ability to qualify as a REIT for Federal income tax purposes.
2 NUMBER OF OPTION SECURITIES, IF ANY, THAT None. MAY BE PURCHASED BY THE UNDERWRITERS: VOTING RIGHTS: If distributions on the Series N Preferred Shares are in arrears for six or more quarterly periods, holders of the Depositary Shares, voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional Trustees to serve on the Board of Trustees of EQR until all distribution arrearages are eliminated. CLOSING DATE AND LOCATION: June 19, 2003 at the offices of Piper Rudnick, 203 North LaSalle Street, Suite 1800, Chicago. IL 60601
Solely for the purpose of this offering, the Standard Underwriting Provisions are modified as follows: A. The name of the Company is hereby amended from "Equity Residential Properties Trust" to "Equity Residential." B. The words "Rosenberg & Liebentritt" contained in Sections 5(b)(1), 5(b)(3) and 5(j)(2) are replaced by the words "Piper Rudnick LLP." C. The words "Hogan & Hartson L.L.P, counsel for the Underwriters and Maryland and special tax counsel to EQR" contained in Sections 5(b)(2) and 5(j)(3) are replaced by the words "Piper Rudnick LLP, tax counsel for EQR." D. The words "December 31, 1993" contained in Section 5(b)(2)(A) are replaced by the words "December 31, 1992." E. Section 9 is restated in its entirety as follows: "You may terminate the applicable Terms Agreement, by notice to EQR, at any time at or prior to the applicable Closing Time (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Prospectus, any Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in your judgment, impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) if trading in any 3 of the securities of EQR has been suspended or materially limited by the Commission or any exchange or any over-the-counter market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by Federal or New York authorities, or (vii) the rating assigned by any nationally recognized statistical rating organization to any Preferred Shares of EQR as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any Preferred Shares of EQR on what is commonly termed a "watch list" for possible downgrading. As used in this Section 9(a), the term "Prospectus" means the Prospectus in the form first used to confirm sales of the Underwritten Securities." F. Section 11 is restated in its entirety as follows: "All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 4 World Financial Center, New York, NY, 10080, attention of Shawn Cepada; notices to EQR and ERP shall be directed to them at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, attention of General Counsel, with a copy to William C. Hermann, Esq., Piper Rudnick, 203 North LaSalle Street, Suite 1800, Chicago, IL 60601." All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust)--Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares--Standard Underwriting Provisions" (the "Standard Underwriting Provisions"), as amended by the amendments set forth above, are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 4 Please accept this offer no later than 4:00 p.m. (New York City time) on May 20, 2003 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS, INC. MORGAN STANLEY & CO. INCORPORATED WACHOVIA SECURITIES INC. For themselves and as Representatives of the several Underwriters named above By: /s/ SCOTT EISEN ----------------------------------- Name: Scott Eisen Title: Vice President Accepted: EQUITY RESIDENTIAL, for itself and as the general partner of ERP Operating Limited Partnership By: /s/ BRUCE C. STROHM ------------------------------------------- Name: Bruce C. Strohm Title: Executive Vice President and General Counsel EX-5 4 c77793exv5.txt OPINION OF PIPER RUDNICK, LLP EXHIBIT 5 [Piper Rudnick LLP LETTERHEAD] June 19, 2003 Equity Residential Two North Riverside Plaza Suite 400 Chicago, Illinois 60606 Ladies and Gentlemen: We are acting as counsel to Equity Residential, a Maryland statutory real estate investment trust (the "Company"), in connection with its registration statement on Form S-3, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed public offering of up to $172,342,739 in aggregate amount of its common shares of beneficial interest, $0.01 par value ("Common Shares"), and one or more series of its (i) preferred shares of beneficial interest, $0.01 par value (the "Preferred Shares"), and (ii) depositary shares representing fractional interests in Preferred Shares (the "Depositary Shares" and, together with the Preferred Shares and the Common Shares, the "Securities"), including the proposed public offering of up to 6,000,000 of the Company's depositary shares ("Depositary Shares"), each representing a 1/10 fractional interest in a 6.48% Series N Cumulative Redeemable Preferred Share of Beneficial Interest, par value $0.01 per share (liquidation preference $250.00 per share) (liquidation preference equivalent to $25.00 per Depositary Share) of the Company (the "Series N Preferred Shares"), all of which Depositary Shares are to be sold by the Company as set forth in the prospectus, which forms a part of the Registration Statement (the "Prospectus"), and as set forth in the Prospectus Supplement, dated May 20, 2003, relating to the Depositary Shares representing the Series N Preferred Shares (the "Prospectus Supplement"), pursuant to the Terms Agreement dated May 20, 2003 among the Company, ERP Operating Limited Partnership, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated, and Wachovia Securities, Inc. including the terms of the Company's Standard Underwriting Provisions dated May 16, 1997 which are incorporated by reference therein (collectively, the "Underwriting Agreement"). 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. ss.229.601(b)(5), in connection with the Registration Statement. In rendering the opinion expressed herein, we have reviewed originals or copies of originals certified or otherwise identified to our satisfaction, of the Registration Statement, the Declaration of Trust and Bylaws of the Trust, the Deposit Agreement dated June 19, 2003 (the "Deposit Agreement") between the Company, EquiServe Trust Company, N.A. and EquiServe, Inc., the proceedings of the Board of Trustees of the Trust or committees thereof relating to the Equity Residential June 19, 2003 Page 2 organization of the Trust and to the authorization and issuance of the Depositary Shares, an Officer's Certificate of the Trust (the "Certificate"), and such other statutes, certificates, instruments, and documents relating to the Trust and matters of law as we have deemed necessary to the issuance of this opinion. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. In making our examination of documents executed by parties other than the Trust, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, trust or other, and the valid execution and delivery by such parties of such documents and the validity, binding effect, and enforceability thereof with respect to such parties. As to any facts materials to this opinion which we did not independently establish or verify, we have relied solely upon the Certificate. Based upon, subject to and limited by the foregoing, having regard for such legal considerations as we deem relevant, and limited in all respects to applicable Maryland law, we are of the opinion that following (i) execution and delivery of the depositary receipts representing the Depositary Shares in the form contemplated and authorized by the Deposit Agreement, (ii) issuance of the Series N Preferred Shares pursuant to the terms of the Underwriting Agreement, (iii) receipt by the Company of the consideration for the Depositary Shares specified in the resolutions of the Board of Trustees and the Pricing Committee of the Board of Trustees relating to the issuance of the Depositary Shares and the Underwriting Agreement, and (iv) due execution and filing of the Articles Supplementary with the Maryland State Department of Assessments and Taxation, the Series N Preferred Shares will be validly issued, fully paid and nonassessable under the Maryland REIT Law, and the Depositary Shares will represent valid interests therein. To the extent the obligations of the Company and the rights of any holder of Depositary Shares under the Deposit Agreement may be dependent upon such matters, we assume for purposes of this opinion that the applicable Depositary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Depositary is duly qualified to engage in the activities contemplated by the Deposit Agreement; that the Deposit Agreement has been duly authorized, executed and delivered by the Depositary and constitutes a valid and binding obligation of the Depositary enforceable against the Depositary in accordance with its terms; that the Depositary is in compliance, with respect to acting as a Depositary under the Deposit Agreement, with all applicable laws and regulations; and that the Depositary has the requisite organizational and legal power and authority to perform its obligations under the Deposit Agreement. Equity Residential June 19, 2003 Page 3 In addition to the qualifications set forth above, this opinion is subject to the qualification that we express no opinion as to the laws of any jurisdiction other than the State of Maryland. We assume that the issuance of the Series N Preferred Shares will not cause (i) the Company to issue Series N Preferred Shares in excess of the number of Series N Preferred Shares authorized by the Company's Declaration of Trust of their issuance or (ii) any person to violate any of the Ownership Limit or Excepted Holder Limit provisions of the Trust's Declaration of Trust (as defined in Article VII thereof). This opinion concerns only the effect of the laws (exclusive of the securities or "blue sky" laws and the principles of conflict of laws) of the State of Maryland as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion. To the extent that any documents referred to herein are governed by the laws of a jurisdiction other than the State of Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of the State of Maryland. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. This opinion letter has been prepared solely in connection with the filing by the Company of a Current Report on Form 8-K (the "Form 8-K") on the date of this opinion letter, which Form 8-K will be incorporated by reference into the Registration Statement. We hereby consent to the filing of this opinion with the Form 8-K as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus Supplement included in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. 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. Very truly yours, PIPER RUDNICK LLP /s/ PIPER RUDNICK LLP EX-8 5 c77793exv8.txt OPINION OF PIPER RUDNICK EXHIBIT 8 [PIPER RUDNICK LETTERHEAD] June 19, 2003 Board of Trustees Equity Residential Two North Riverside Plaza Suite 400 Chicago, IL 60606 Re: Tax Opinion for Tax Discussion in Prospectus Supplement Ladies and Gentlemen: We have acted as special tax counsel to Equity Residential, a Maryland real estate investment trust ("EQR" or the "Company"), in connection with certain aspects related to its registration statement on Form S-3 (the "Registration Statement") (No. 333-45533) previously filed with, and declared effective by, the Securities and Exchange Commission relating to the proposed public offering of its common shares of beneficial interest, $.0l par value per share, and one or more series of its (i) preferred shares of beneficial interest, $.0l par value per share, and (ii) depositary shares representing fractional interests in preferred shares, which includes the final Prospectus, dated March 25, 1998, as filed pursuant to Rule 424(b) under the Securities Act of 1933 as amended (the "Securities Act") (the "Prospectus"), as supplemented by (ii) the Prospectus Supplement, dated May 20, 2003, relating to the Depositary Shares (as defined herein) as filed pursuant to Rule 424(b) under the Securities Act (the "Prospectus Supplement"). This opinion letter is rendered in connection with the issuance and sale of 6,000,000 depositary shares (the "Depositary Shares"), each representing a 1/10 fractional interest in a 6.48% Series N Convertible Cumulative Preferred Share of Beneficial Interest of EQR, par value $0.01 per share, liquidation preference $250.00 per share (the "Preferred Shares"), pursuant to the terms of the Terms Agreement, dated May 20, 2003 among EQR, ERP Operating Limited Partnership, an Illinois limited partnership (the "ERP Operating Limited Partnership"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated and Wachovia Securities, Inc. (collectively, the "Underwriters") (the "Terms Agreement") which incorporates by reference the Company's Standard Underwriting Provisions dated May 16, 1997 (together with the Terms Agreement, the "Underwriting Agreement"). This opinion letter is furnished to enable the Company to fulfill the requirements of Item 601(b)(8) of Regulation S-K, 17 C.F.R. (S) 929.601(b)(8), in connection with the Registration Statement. Board of Trustees Equity Residential June 19, 2003 Page 2 In connection with rendering the opinions expressed below, we have examined originals (or copies identified to our satisfaction as true copies of the originals) of the following documents (collectively, the "Reviewed Documents"): (1) the Registration Statement; (2) the Prospectus; (3) the Prospectus Supplement; (4) the Second Amended and Restated Declaration of Trust of EQR, dated May 30, 1997, as amended (the "EQR Declaration of Trust"); (5) the Articles Supplementary to the Declaration of Trust relating to the Preferred Shares as filed with the Department of Assessments and Taxation of the State of Maryland (the "MSDAT") on or about June 19, 2003; (6) the Fifth Amended and Restated Limited Partnership Agreement of ERP Operating Limited Partnership, dated August 1, 1998 (the "ERP Operating Limited Partnership Agreement"); (7) the Fourth Amended and Restated Bylaws of the EQR, adopted March 22, 2001 (the "EQR Bylaws"); and (8) such other documents as may have been presented to us by EQR from time to time. For purposes of our opinion, we have not made an independent investigation of the facts set forth in the documents we reviewed. We consequently have assumed that the information presented in such documents or otherwise furnished to us accurately and completely describes all material facts relevant to our opinion. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such facts or documents in a material way. Any representation or statement in any document upon which we rely that is made "to the best of our knowledge" or otherwise similarly qualified is assumed to be correct. Any alteration of such facts may adversely affect our opinions. In the course of our representation of EQR, no information has come to our attention that would cause us to question the accuracy or completeness of the representations contained in the Reviewed Documents in a material way. In our review, we have assumed, with your consent, that all of the representations and statements of a factual nature set forth in the documents we reviewed are true and correct, and all of the obligations imposed by any such documents on the parties thereto have been and will be performed or satisfied in accordance with their terms. We have also assumed the genuineness of Board of Trustees Equity Residential June 19, 2003 Page 3 all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made. The opinions set forth in this letter are based on relevant provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder by the United States Department of the Treasury ("Regulations") (including proposed and temporary Regulations), and interpretations of the foregoing as expressed in court decisions, the legislative history, and existing administrative rulings and practices of the Internal Revenue Service (including its practices and policies in issuing private letter rulings, which are not binding on the Internal Revenue Service ("IRS") except with respect to a taxpayer that receives such a ruling), all as of the date hereof. In rendering these opinions, we have assumed that the transactions contemplated by the Reviewed Documents will be consummated in accordance with the terms and provisions of such documents, and that such documents accurately reflect the material facts of such transactions. In addition, the opinions are based on the correctness of the following specific assumptions: (i) EQR, ERP Operating Limited Partnership and their respective subsidiaries will each be operated in the manner described in the EQR Declaration of Trust, the EQR Bylaws, the ERP Operating Limited Partnership Agreement, the other organizational documents of each such entity and their subsidiaries, as the case may be, and all terms and provisions of such agreements and documents will be complied with by all parties thereto; (ii) EQR is a duly formed real estate investment trust under the laws of the State of Maryland; (iii) ERP Operating Limited Partnership is a duly organized and validly existing limited partnership under the laws of the state of Illinois; and (iv) There has been no change in the applicable laws of the State of Maryland, the State of Illinois, or in the Code, the Regulations, and the interpretations of the Code and Regulations by the courts and the IRS, all as they are in effect and exist at the date of this letter. With respect to the last assumption, it should be noted that statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinions could affect our conclusions. Furthermore, if the facts vary from those relied upon (including any representations, warranties, covenants or Board of Trustees Equity Residential June 19, 2003 Page 4 assumptions upon which we have relied are inaccurate, incomplete, breached or ineffective), our opinion contained herein could be inapplicable. Moreover, the qualification and taxation of EQR as a real estate investment trust (a "REIT") depends upon its ability to meet, through actual annual operating results, distribution levels and diversity of share ownership and the various qualification tests imposed under the Code, the results of which will not be reviewed by the undersigned. Accordingly, no assurance can be given that the actual results of the operations of EQR for any one taxable year will satisfy such requirements. Based upon and subject to the foregoing, it is our opinion that the discussion in the Prospectus Supplement under the heading "Additional Federal Income Tax Considerations," to the extent that it constitutes matters of federal income tax law or legal conclusions relating thereto, is correct in all materials respects. The foregoing opinion is limited to the matters specifically discussed herein, which are the only matters to which you have requested our opinion. Other than as expressly stated above, we express no opinion on any issue relating to EQR or ERP Operating Limited Partnership, or to any investment therein. For a discussion relating the law to the facts and the legal analysis underlying the opinion set forth in this letter, we incorporate by reference the discussions of federal income tax issues, which we assisted in preparing, in the discussion in the Prospectus Supplement under the heading "Additional Federal Income Tax Considerations." We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion letter, and we are not undertaking to update the opinion letter from time to time. You should be aware that an opinion of counsel represents only counsel's best legal judgment, and has no binding effect or official status of any kind, and that no assurance can be given that contrary positions may not be taken by the IRS or that a court considering the issues would not hold otherwise. Board of Trustees Equity Residential June 19, 2003 Page 5 This opinion is rendered only to you and may not be quoted in whole or in part or otherwise referred to, nor be filed with, or furnished to, any other person or entity in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement under the Securities Act of 1933, as amended, pursuant to Item 601(b)(8) of Regulation S-K, 17 C.F.R ss. 229.601(b)(8), and the reference to Piper Rudnick contained under the heading "Legal Matters" in the Prospectus included as part of the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, PIPER RUDNICK /s/ PIPER RUDNICK -----END PRIVACY-ENHANCED MESSAGE-----