EXHIBIT 8.1

             [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]


                                November 6, 2001




Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado  80222

               Re:  Certain Federal Income Tax Consequences

Ladies and Gentlemen:

                  You have requested our opinion concerning certain Federal
income tax considerations in connection with the offering (the "Offering") for
sale, from time to time, of shares of Class A Common Stock, par value of $.01
per share ("Class A Common Stock"), of Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), by certain stockholders pursuant to a
Registration Statement (Registration No. 333-71002) on Form S-3 (the
"Registration Statement"). All capitalized terms used herein, unless otherwise
specified, shall have the meanings assigned to them in the Registration
Statement.

                  In connection with the Offering and with certain previous
offerings of Class A Common Stock by AIMCO, we have acted as counsel to AIMCO,
and we have assisted in the preparation of the Registration Statement and
certain other documents. In formulating our opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Registration Statement and such other documentation and information provided by
you as is relevant to the Offering and necessary to prepare the Registration
Statement or as we have deemed necessary or appropriate as a basis for the
opinion set forth herein. In addition, you have provided us with certain
representations and covenants of officers of AIMCO relating to, among other
things, the actual and proposed operation of AIMCO. In rendering our opinion, we
have relied upon statements, representations and covenants of officers of AIMCO
and have assumed that such statements, representations and covenants are true as
of the date hereof without regard to any qualification as to









Apartment Investment and Management Company
November 6, 2001
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knowledge and belief. For purposes of our opinion, we have not made an
independent investigation of the facts set forth in such documents and
representations, the partnership agreements and organizational documents for
each of the corporations, partnerships and limited liability companies in which
AIMCO holds a direct or indirect interest (the "Subsidiaries"), the Registration
Statement or any other document. We have, consequently, assumed and relied on
your representations that the information presented in such documents or
otherwise furnished to us accurately and completely describes all material facts
relevant to our opinion. We have also relied upon the opinion of Altheimer &
Gray dated May 8, 1998, with respect to the qualification of Ambassador
Apartments, Inc., a Maryland corporation, as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code") for
its taxable year ended December 31, 1994 and all subsequent taxable years ending
on or before May 8, 1998 (including the short taxable year ending on May 8,
1998). In addition, we have assumed the qualification of Insignia Properties
Trust as a REIT under the Code and have relied upon the opinion of Akin, Gump,
Strauss, Hauer & Feld, L.L.P. dated August 4, 1998, in this regard.


                  In rendering our opinion, we have assumed that the
transactions contemplated by the foregoing documents have been or will be
consummated in accordance with the operative documents, and that such documents
accurately reflect the material facts of such transactions. In addition, our
opinion is based on the correctness of the following specific assumptions: (i)
each of AIMCO, AIMCO Properties, L.P., and all other direct and indirect
subsidiaries of AIMCO (including, but not limited to, AIMCO/Bethesda Holdings,
Inc., AIMCO Investment Services, Inc., AIMCO/NHP Holdings, Inc., AIMCO/NHP
Properties, Inc., NHP Management Company, NHP A&R Services, Inc., and each
"qualified REIT subsidiary" of AIMCO) has been and will continue to be operated
in accordance with the laws of the jurisdiction in which it was formed and in
the manner described in the relevant organizational documents and in the
Registration Statement, (ii) AIMCO has made a valid election under section
856(l)(1) to treat as a taxable REIT subsidiary of AIMCO each corporation (other
than a qualified REIT subsidiary or another REIT) of which AIMCO owns in excess
of ten percent (10%) of the outstanding voting securities or the total value of
the outstanding securities of such corporation, and AIMCO will not consent to
the revocation of any such election with respect to any









Apartment Investment and Management Company
November 6, 2001
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such taxable REIT subsidiary, and (iii) there have been no changes in the
applicable laws of the State of Maryland or any other state under the laws of
which any of the Subsidiaries have been formed. In rendering our opinion, we
have also considered and relied upon the Code, the regulations promulgated
thereunder (the "Regulations"), administrative rulings and the other
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service, all as they exist as of the date hereof. With respect to the
latter assumption, it should be noted that the Code, Regulations, judicial
decisions, and administrative interpretations are subject to change at any time
(possibly with retroactive effect). Any change which is made after the date
hereof in any of the foregoing bases for our opinion could affect our
conclusions herein. There can be no assurances, moreover, that any of the
opinions expressed herein will be accepted by the Internal Revenue Service or,
if challenged, by a court.

                  We express no opinion as to the laws of any jurisdiction other
than the Federal laws of the United States of America to the extent specifically
referred to herein.

                  Based upon and subject to the foregoing, we are of the opinion
that:

                           1. Commencing with AIMCO's initial taxable year ended
                  December 31, 1994, AIMCO was organized in conformity with the
                  requirements for qualification as a REIT under the Code, and
                  its actual method of operation has enabled, and its proposed
                  method of operation will enable, AIMCO to meet the
                  requirements for qualification and taxation as a REIT. As
                  noted in the Registration Statement, AIMCO's qualification and
                  taxation as a REIT depend upon its ability to meet, through
                  actual annual operating results, certain requirements
                  including requirements relating to distribution levels and
                  diversity of stock ownership, and the various qualification
                  tests imposed under the Code, the results of which are not
                  reviewed by us. Accordingly, no assurance can be given that
                  the actual results of AIMCO's operation for any one taxable
                  year satisfy the requirements for taxation of a REIT under the
                  Code.






Apartment Investment and Management Company
November 6, 2001
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                           2. Although the discussion set forth in the
                  Registration Statement under the caption "Federal Income
                  Taxation of AIMCO and AIMCO Stockholders" does not purport to
                  discuss all possible United States Federal income tax
                  consequences of the purchase, ownership, and disposition of
                  the Class A Common Stock, such discussion, although general in
                  nature, constitutes, in all material respects, a fair and
                  accurate summary under current law of certain material United
                  States Federal income tax consequences of the purchase,
                  ownership and disposition of the Class A Common Stock by a
                  holder who purchases such Class A Common Stock, subject to the
                  qualifications set forth therein. The United States Federal
                  income tax consequences of an investment in the Class A Common
                  Stock by an investor will depend upon that holder's particular
                  situation, and we express no opinion as to the completeness of
                  the discussion set forth in "Federal Income Taxation of AIMCO
                  and AIMCO Stockholders" as applied to any particular holder.

                  Other than as expressly stated above, we express no opinion on
any issue relating to AIMCO, or to any investment therein.

                  This opinion is intended for the exclusive use of the person
to whom it is addressed, except as set forth herein, and it may not be used,
circulated, quoted or relied upon for any other purpose without our prior
written consent. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Skadden, Arps, Slate, Meagher &
Flom LLP under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules or regulations of the Securities and Exchange
Commission thereunder. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes of the matters
stated, represented, covenanted, or assumed herein or any subsequent changes in
applicable law.

                                   Very truly yours,


                                   /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP