EX-5.1 6 d95361ex5-1.txt OPINION/CONSENT OF PIPER MARBURY RUDNICK & WOLFE EXHIBIT 5.1 [Piper Marbury Rudnick & Wolfe LLP Letterhead] March 25, 2002 APARTMENT INVESTMENT AND MANAGEMENT COMPANY Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 Class R Cumulative Preferred Stock Ladies and Gentlemen: We have acted as Maryland counsel to Apartment Investment and Management Company, a Maryland corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-3 of the Company (Registration No. 333-71452) and Amendment No. 1 thereto (collectively, the "Registration Statement") filed on October 12, 2001 and November 7, 2001, respectively, including the prospectus included therein at the time the Registration Statement was declared effective (the "Prospectus"), with the Securities and Exchange Commission (the "Commission"), for offering by the Company from time to time of up to $821,806,085 aggregate initial offering price of certain securities described therein, including 1,000,000 additional shares (the "Shares") of the Class R Cumulative Preferred Stock, par value $.01 per share (the "Class R Preferred Stock"), of the Company, being issued and sold pursuant to a Purchase Agreement, dated as of March 21, 2002 (the "Purchase Agreement"), by and among Cohen & Steers Quality Income Realty Fund, Inc. and Cohen & Steers Equity Income Fund, Inc. (collectively, the "Purchaser") and the Company and a Placement Agency Agreement, dated March 21, 2002 (the "Placement Agency Agreement," and with the Purchase Agreement, collectively, the "Agreements"), by and among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the one hand, and the Company and AIMCO Properties, L.P., a Delaware limited partnership, on the other. This opinion is being provided at your request in connection with the Registration Statement and supplements our opinion, dated October 31, 2001, filed as Exhibit 5.1 to the Registration Statement. In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents: APARTMENT INVESTMENT AND MANAGEMENT COMPANY March 25, 2002 Page 2 (a) The Charter of the Company (the "Charter"), certified by the Department of Assessments and Taxation of the State of Maryland (the "MSDAT"), the Articles Supplementary of the Company relating to the Class R Preferred Stock and filed with the MSDAT on July 18, 2001 and the Articles Supplementary of the Company relating to the additional shares of Class R Preferred Stock and filed with the MSDAT on July 31, 2001 and on March 22, 2002 (collectively, the "Articles Supplementary"). (b) The By-Laws of the Company, as amended and restated and in effect on the date hereof. (c) The Agreements. (d) The Registration Statement. (e) The Prospectus, and related final Prospectus Supplement, dated March 21, 2002 (the "Prospectus Supplement"), relating to the Shares. (f) The minutes of proceedings of the Board of Directors of the Company or a committee thereof relating to the authorization of the Agreements and the authorization and the issuance of the Shares. (g) A short-form Good Standing Certificate for the Company, dated a recent date, issued by the MSDAT. (h) An Officer's Certificate of the Company, dated the date hereof (the "Certificate"), as to certain factual matters. (i) Such other documents as we have considered necessary to the rendering of the opinion expressed below. 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 Company, 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, corporate 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 material to this opinion, we have relied solely upon the Certificate. We APARTMENT INVESTMENT AND MANAGEMENT COMPANY March 25, 2002 Page 3 have also assumed, without independent investigation, that the Shares were issued in accordance with the terms of the Agreements, the Registration Statement, the Prospectus, the Prospectus Supplement, and the resolutions authorizing their issuance. Based upon 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 and advise you that the Shares have been duly authorized and are validly issued, fully paid, and non-assessable. The opinion set forth herein is subject to additional assumptions, qualifications and limitations as follows: (a) 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. (b) 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. To the extent that any documents referred to herein are governed by the laws of a jurisdiction other than Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of Maryland. (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 Company Charter relating to the Initial Holder Limit, the Look-Through Ownership Limit, or the Ownership Limit (as those terms are defined in the Company Charter). (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 as an exhibit to the Current Report on Form 8-K (which is incorporated into the Registration Statement) 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 Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Piper Marbury Rudnick & Wolfe LLP PIPER MARBURY RUDNICK & WOLFE LLP