March 26, 2004

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") for sale, 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 the following securities of Apartment Investment and Management Company, a Maryland corporation ("AIMCO"), with an aggregate initial public offering price of up to $1,049,096,085.00: debt securities, preferred stock, par value of $0.01 per share, equity stock, par value $0.01 per share, class A common stock, par value $0.01 per share, warrants and guarantees, and of the following securities of AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO Operating Partnership"), with an aggregate initial public offering price of up to $500,000,000.00: debt securities, pursuant to a Registration Statement on Form S-3 (the "Registration Statement") initially filed by AIMCO and the AIMCO Operating Partnership with the Commission on March 26, 2004. 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 AIMCO stock and securities, 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, 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 without regard to any qualification as to 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, and we have not assumed any responsibility for independently verifying such information nor have we undertaken any independent review of such information. We have, consequently, assumed and relied on your representations and covenants 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.

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