EX-5.1 3 d20386exv5w1.htm OPINION AND CONSENT OF LOCKE LIDDELL & SAPP LLP exv5w1
 

EXHIBIT 5.1

Locke Liddell & Sapp LLP

Attorneys & Counselors
         
2200 Ross Avenue
      (214) 740-8000
 
       
Suite 2200
      Fax: (214) 740-8800
 
       
Dallas, Texas 75201-6776
  Austin • Dallas • Houston • New Orleans   www.lockeliddell.com

November 23, 2004

Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046

Ladies and Gentlemen:

     We have acted as counsel to Camden Property Trust, a Texas real estate investment trust (the “Company”), in connection with the proposed merger (the “Merger”) of Summit Properties Inc., a Maryland corporation (“Summit”), with and into Camden Summit, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), pursuant to the Agreement and Plan of Merger, dated as of October 4, 2004, by and among the Company, Sub and Summit, as amended (the “Merger Agreement”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 (the “Registration Statement”) relating to the common shares of beneficial interest of the Company, par value $.01 per share (the “Shares”), to be issued to stockholders of Summit pursuant to the Merger Agreement.

     We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable in connection with this opinion, including (a) the amended and restated declaration of trust and the bylaws of the Company, each as amended to date, (b) minutes of the proceedings of the Board of Trust Managers of the Company, (c) the Merger Agreement and (d) the Registration Statement. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies and the authenticity of telegraphic certificates or telegraphic or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof.

     We express no opinion as to the laws of any jurisdiction other than the laws of the State of Texas, the federal laws of the United States of America and, to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Delaware, each as presently in effect, and, accordingly, no opinion is expressed with respect to any matter that under any document relevant to or covered by this letter is purported to be governed by the laws

 


 

Camden Property Trust
November 23, 2004
Page 2

of any other jurisdiction. We are not admitted to the practice of law in the State of Delaware and any opinion herein as to the laws of such state are based solely upon the latest unofficial compilation of the corporate statutes and case law of such state available to us.

     Based upon the foregoing, and subject to the assumptions, qualifications and limitations hereinabove and hereinafter stated, it is our opinion that the Shares have been duly authorized and, assuming (a) that the Registration Statement shall have been declared effective by the Commission, (b) that the Company, Sub and Summit shall have either satisfied all conditions to consummation of the Merger pursuant to the Merger Agreement or such conditions shall have been lawfully waived and (c) that the Shares issuable upon consummation of the Merger shall have been issued and delivered to the stockholders of Summit in accordance with the Merger Agreement, we are of the opinion that the Shares, when issued, shall be validly issued, fully paid and nonassessable.

     We undertake no, and disclaim any, obligation to advise you of any change in or any new development that might affect any matters or opinions set forth herein.

     We consent to the reference to our Firm under the heading “Legal Matters” in the Joint Proxy Statement/Prospectus included in the Registration Statement, and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this opinion, we do not admit that we are 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 Commission.
         
  Very truly yours,

LOCKE LIDDELL & SAPP LLP
 
 
  By:   /s/ Toni Weinstein    
    Toni Weinstein