March 26, 2004

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237

Registration Statement on Form S-3

Ladies and Gentlemen:

        We have served as special 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 (the "Registration Statement"), filed on or about March 26, 2004, including the prospectus included therein at the time the Registration Statement is declared effective (the "Prospectus"), with the Securities and Exchange Commission (the "Commission"), for offering by the Company from time to time of up to $1,049,096,085 in aggregate initial offering price of its (i) senior, senior subordinated, or subordinated debt securities (the "Debt Securities") consisting of debentures, notes, and/or other unsecured evidences of indebtedness, (ii) shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"), (iii) shares of Equity Stock, par value $.01 per share (the "Equity Stock"), (iv) shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and (v) warrants to purchase Debt Securities (the "Debt Securities Warrants"), Preferred Stock (the "Preferred Stock Warrants"), Equity Stock (the "Equity Stock Warrants"), or Class A Common Stock (the "Class A Common Stock Warrants"), as designated by the Company at the time of the offering (collectively, the "Warrants"). The Company may guarantee (the "Guarantees"), which Guarantees will be full and unconditional, up to $500,000,000 in aggregate principal amount of debt securities consisting of debentures, notes, and/or other unsecured evidences of indebtedness of AIMCO Properties, L.P., a Delaware limited partnership and subsidiary of the Company (the "OP Partnership Debt Securities"). The Debt Securities, the Preferred Stock, the Equity Stock, the Class A Common Stock, the Warrants, and the Guarantees are sometimes collectively referred to as the "Securities." The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices, and on terms to be set forth in one or more supplements to the Prospectus (each a "Prospectus Supplement"). This opinion is being provided at your request in connection with the filing of 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:

        (a)   The Registration Statement, including the Preliminary Prospectus dated March 26, 2004, relating to the issuance of the Securities;

        (b)   The Charter of the Company, as amended, restated, corrected, and supplemented to date (the "Charter"), certified by the Maryland State Department of Assessments and Taxation (the "MSDAT");

        (c)   The By-Laws of the Company, as amended and restated and in effect on the date hereof (the "By-Laws");

        (d)   Certified resolutions of the Board of Directors of the Company relating to the authorization of the filing of the Registration Statement and to the Securities;

        (e)   A short-form good standing certificate for the Company, dated a recent date, issued by the MSDAT;


 

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