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): July 28, 2008

Apartment Investment and Management Company
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	001-13232	841259577
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4582 S. Ulster Street Parkway, Suite 1100, Denver, Colorado		80237
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced, Aimco has declared a special dividend on its Class A Common Stock, payable to stockholders of record at the close of business on July 28, 2008. The special dividend is payable in cash or shares of Class A Common Stock, at the election of each holder, subject to certain limitations. Aimco has filed with the SEC a prospectus supplement relating to shares of Class A Common Stock that may be issued in payment of the special dividend. In connection therewith, Aimco has filed as Exhibit 5.1 to this report, the opinion of DLA Piper US LLP as to the legality of the securities and, as Exhibit 8.1 to this report, the opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

Exhibit Number and Description

5.1 Opinion of DLA Piper US LLP, as to legality of securities

8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to certain tax matters

23.1 Consent of DLA Piper US LLP (included in Exhibit 5.1)

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)

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.

	Apartment Investment and Management Company
July 28, 2008	By:	Thomas M. Herzog
		Name: Thomas M. Herzog
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
5.1	Opinion of DLA Piper US LLP, as to legality of securities (includes Exhibit 23.1, Consent of DLA Piper US LLP)
8.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to certain tax matters (includes Exhibit 23.2, Consent of Skadden, Arps, Slate, Meagher & Flom LLP)

EX-5.1

July 28, 2008

Apartment Investment and Management Company
4582 S. Ulster Street Parkway, Suite 1100
Denver, CO 80237

Ladies and Gentlemen:

We serve as special Maryland counsel to Apartment Investment and Management Company, a Maryland corporation (the “Company”), in connection with the issuance by the Company of up to 8,500,000 shares of the Company’s Class A Common Stock, (the “Shares”), par value $.01 per share (the “Class A Common Stock”), to be issued in connection with a special dividend (the “Special Dividend”) declared by the Board of Directors of the Company to holders of record of the Class A Common Stock as of the close of business on July 28, 2008 and expected to be paid on August 29, 2008 substantially on the terms and in the manner described in the Prospectus Supplement dated as of July 28, 2008 (the “Prospectus Supplement”). The issuance of the Shares is being registered under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement of the Company on Form S-3 (No. 333-150341-01) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on April 21, 2008 which provides for the offering by the Company from time to time of certain securities described in the Registration Statement, including the Shares. This opinion is being provided at your request in connection with the filing of the Prospectus Supplement.

In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a) The Registration Statement.

(b) The Prospectus Supplement in the form to be filed with the Commission.

(c) The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”).

(d) The Amended and Restated By-Laws of the Company, as amended and restated and in effect on the date hereof, certified by an officer of the Company.

(e) Certified resolutions of the Board of Directors of the Company relating to the authorization and issuance of the Shares.

(f) An Officer’s Certificate of the Company (the “Certificate”), dated the date hereof, as to certain factual matters.

(g) A short-form Good Standing Certificate for the Company, dated a recent date, issued by the SDAT.

(h) Such other documents as we have deemed necessary to the rendering of the opinions 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 which we did not independently establish or verify, we have relied solely upon the Certificate.

Based upon the foregoing, subject to the additional assumptions, qualifications, and limitations below, 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, upon issuance of the Shares pursuant to the Special Dividend, will be validly issued, fully paid and non-assessable.

In addition to the qualifications set forth above, 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 the State of Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of the State 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 will not cause (A) the Company to issue shares of Class A Common Stock in excess of the number of shares of such class authorized by the Charter and the Board of Directors of the Company at the time of issuance of the Shares and (B) any person to violate any of the Initial Holder Limit, the Look-Through Ownership Limit, or the Ownership Limit provisions of the 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 Company’s Current Report on Form 8-K to be filed with the Commission on or about July 28, 2008, which will be incorporated by reference in the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement related 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,

DLA PIPER US LLP

/s/ DLA Piper US LLP

Skadden, Arps, Slate, Meagher & Flom llp

300 SOUTH GRAND AVENUE

LOS ANGELES, CALIFORNIA 90071-3144

July 28, 2008

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

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”), from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of certain securities of Apartment Investment and Management Company, a Maryland corporation (“AIMCO”), as described in a Registration Statement on Form S-3 (Registration No. 333-150341-01) filed by AIMCO with the Commission on April 21, 2008, under the Securities Act, allowing for offerings from time to time pursuant to Rule 415 under the Securities Act (such Registration Statement, as so amended, at the date it became effective, being hereinafter referred to as the “Registration Statement”) and the Prospectus, dated April 18, 2008, included with the Registration Statement (the “Base Prospectus”), including an aggregate of up to 8,500,000 shares of Class A Common Stock, par value of $0.01 per share (“Class A Common Stock”), being offered pursuant to a Prospectus Supplement dated July 28, 2008 (the “Prospectus Supplement,” and together with the Base Prospectus, in the form filed pursuant to Rule 424(b) under the Securities Act, the “Prospectus”). All capitalized terms used herein, unless otherwise specified, shall have the meanings assigned to them in the Prospectus.

In connection with the Offering and with certain previous offerings of AIMCO stock and securities, we have acted as counsel to AIMCO, and we have assisted in the preparation of the Registration Statement, the Prospectus and certain other documents. In formulating our opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus and such other documentation and information provided by you as is relevant to the Offering and necessary to prepare the Registration Statement and the Prospectus 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, properties, assets, income, distributions, stockholder ownership, organizational structure and other requirements, and the past, present and future conduct of AIMCO’s business operations. We have assumed that such statements, representations and covenants are true as of the date hereof, and will continue to be true, without regard to any qualification as to knowledge and belief. For purposes of our opinion, we have not assumed any responsibility for investigating or independently verifying 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, the Prospectus or any other document, and we have not undertaken any independent review of such information. We have, consequently, assumed and relied on AIMCO’s 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 assumption that 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 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.

Based upon and subject to the foregoing, for Federal income tax purposes 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. 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 particular taxable year satisfy the requirements for taxation of a REIT under the Code.

2. Although the discussion set forth in the Prospectus under the caption “Certain Federal Income Taxation Considerations” does not purport to discuss all possible United States Federal income tax consequences of the special dividend and the acquisition, ownership, and disposition of the Class A Common Stock, the 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 special dividend and the acquisition, ownership and disposition of the Class A Common Stock by a holder who acquires such Class A Common Stock, subject to the qualifications set forth therein. The United States Federal income tax consequences of the special dividend and 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 “Certain Federal Income Taxation Considerations” 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 has been prepared for you in connection with the transaction described herein. It may not be relied upon by anyone else without our prior written consent. We consent to AIMCO filing this opinion with the Commission as an exhibit to a Current Report on Form 8-K, which will be incorporated by reference in the Registration Statement, and to the reference to Skadden, Arps, Slate, Meagher & Flom LLP under the caption “Legal Matters” in the Prospectus Supplement. 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, or the rules and regulations of the Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP