8-K

UNITED STATES
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): April 14, 2011

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)

MARYLAND	1-13232	84-1259577
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4582 SOUTH ULSTER STREET PARKWAY SUITE 1100, DENVER, CO	80237
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 757-8101

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On April 14, 2011, Apartment Investment and Management Company (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3ASR (File No. 333-173503) relating to the offering and sale of up to 4,900,000 shares (the “Securities”) of the Company’s Class A common stock, par value $.01 per share, from time to time through the Company’s “at the market” equity offering program under which KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC act as sales agents. In connection therewith, the Company is filing as an exhibit to this report the opinion of DLA Piper LLP (US) with respect to the validity of the Securities.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
5.1	Opinion of DLA Piper LLP (US)
23.1	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

SIGNATURE

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.

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

Date: April 14, 2011

By: /s/ Ernest M. Freedman                                                    
Name: Ernest M. Freedman
Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of DLA Piper LLP (US)
23.1	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

EX-5.1

Exhibit 5.1

DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T 410.580.3000
F 410.580.3001
W www.dlapiper.com

April 14, 2011

Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237

Re: Offering of Class A common Stock

Ladies and Gentlemen:

We have acted as special Maryland counsel to Apartment Investment and Management Company, a Maryland corporation (the “Company”), and have been requested to render this opinion in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 of the Company (Registration No. 333-173503) (the “Registration Statement”), prepared and filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2011 and which became effective on April 14, 2011, including the preliminary prospectus included therein at the time the Registration Statement was declared effective (the “Base Prospectus”), for offering by the Company of up to 4,900,000 shares (the “Shares”) of Class A Common Stock, par value $.01 per share, of the Company pursuant to (i) an Equity Distribution Agreement, dated May 24, 2010 (the “KeyBanc Equity Distribution Agreement”), among KeyBanc Capital Markets Inc., on the one hand, and the Company and AIMCO Properties, L.P., a Delaware limited partnership (the “Company Partnership”), on the other hand, (ii) an Equity Distribution Agreement, dated May 24, 2010 (the “ML Equity Distribution Agreement”), among Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the one hand, and the Company and the Company Partnership, on the other hand, and (iii) an Equity Distribution Agreement, dated May 24, 2010 (the “Wells Fargo Equity Distribution Agreement”, and together with the KeyBanc Equity Distribution Agreement and the ML Equity Distribution Agreement, the “Equity Distribution Agreements”), among Wells Fargo Securities, LLC, on the one hand, and the Company and the Company Partnership, on the other hand. This opinion is being provided at your request in connection with the filing of a Current Report on Form 8-K and supplements our opinion, dated April 14, 2011, previously filed as Exhibit 5.1 to the Registration Statement.

In rendering the opinion expressed herein, we have reviewed the following documents (the “Documents”):

(a) the charter of the Company (the “Charter”), certified by the Department of Assessments and Taxation of the State of Maryland (the “SDAT”);

(b) the Bylaws of the Company (the “Bylaws”), as in effect on the date hereof, as certified by an officer of the Company;

(c) the Equity Distribution Agreements;

(d) the Registration Statement;

Apartment Investment and Management Company
April 14, 2011
Page 2

(e) the base prospectus, dated April 14, 2011 (the “Base Prospectus”), which forms a part of the Registration Statement, and the prospectus supplement, filed by the Company with the Commission on April 14, 2011 pursuant to Rule 424(b)(5) under the Securities Act (together with the Base Prospectus, the “Prospectus”);

(f) resolutions of the Board of Directors of the Company relating to the authorization and issuance of the Shares and the authorization of the Equity Distribution Agreement and the transactions contemplated thereby, certified by an officer of the Company;

(h) a certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

(i) a certificate executed by an officer of the Company (the “Certificate”), dated as of the date hereof, as to certain factual matters; and

(j) such other documents as we have considered necessary to the rendering of the opinion expressed below.

In examining the Documents, and in rendering the opinion set forth below, we have assumed the following: (a) each of the parties to the Documents (other than the Company) has duly and validly executed and delivered each of the Documents and each instrument, agreement, and other document executed in connection with the Documents to which such party is a signatory and each such party’s (other than the Company’s) obligations set forth in the Documents, are its legal, valid and binding obligations, enforceable in accordance with their respective terms; (b) each person executing any such instrument, agreement or other document on behalf of any such party (other than the Company) is duly authorized to do so; (c) each natural person executing any such instrument, agreement or other document is legally competent to do so; (d) the Documents accurately describe and contain the mutual understandings of the parties, there are no oral or written modifications of or amendments or supplements to the Documents and there has been no waiver of any of the provisions of the Documents by actions or conduct of the parties or otherwise; and (e) all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies or telecopies or portable document file (“.PDF”) copies conform to the original documents (and the authenticity of the originals of such copies), all signatures on all documents submitted to us for examination (and including signatures on photocopies, telecopies and .PDF copies) are genuine, and all public records reviewed are accurate and complete. As to certain factual matters we have relied on the Certificate as to the factual matters set forth therein, which we assume to be accurate and complete.

We further assume that the issuance, sale, amount, and terms of Shares to be offered from time to time by the Company will be authorized and determined at the time of issuance by proper action of the Board of Directors of the Company or a committee thereof (each, a “Board Action”) in accordance with the Company’s Charter and Bylaws and applicable law.

Based upon and subject to the foregoing and having regard for such legal considerations we deem relevant, we are of the opinion that, as of the date hereof, upon due authorization by Board Action of an issuance of Shares, the Shares when issued and sold by the Company in accordance with the terms of the applicable Equity Distribution Agreement and pursuant to one or more Placement Notices issued in accordance with the terms of the applicable Equity Distribution Agreement, will be duly authorized, and when issued and delivered to and paid for in accordance with the terms of the applicable Equity Distribution Agreement and any such Placement Notice, the Shares will be validly issued, fully paid and nonassessable.

Apartment Investment and Management Company
April 14, 2011
Page 3

The opinion set forth herein is subject to additional assumptions, qualifications, and limitations as follows:

(a) We have made no investigation of, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of Maryland.

(b) This opinion concerns only the effect of the laws (exclusive of 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.

(c) We express no opinion as to compliance with the securities (or “blue sky”) laws or the real estate syndication laws of the State of Maryland.

(d) We assume that the issuance of the Shares by the Company will not cause any person to violate any of the provisions of the Charter relating to the Initial Holder Limit, the Look-Through Ownership Limit, or the Ownership Limit (as those terms are defined in the Charter) and that the Company will not issue any shares of capital stock other than the Shares.

(e) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on Form 8-K and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement relating to the Shares. 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.

Very truly yours,

DLA PIPER LLP (US)

/s/ DLA PIPER LLP (US)