Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522

March 26, 2004

AIMCO Properties, L.P.
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237

Ladies and Gentlemen:

        We have acted as special counsel to AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO Operating Partnership"), in connection with the preparation of the Registration Statement on Form S-3 filed by the AIMCO Operating Partnership and Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), with the Securities and Exchange Commission (the "Commission") on March 26, 2004, under the Securities Act of 1933, as amended (the "Securities Act") (the "Registration Statement"). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, of the following securities of the AIMCO Operating Partnership with an aggregate initial public offering price of up to $500,000,000: senior debt securities, senior subordinated debt securities or subordinated debt securities, in one or more series (the "Debt Securities"), which may be issued under Indentures (the "Indentures") entered into or proposed to be entered into among the AIMCO Operating Partnership, AIMCO (as guarantor, as applicable) and trustees (the "Trustees") that have been or will be appointed prior to the issuance of Debt Securities.

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