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Title: |
Opinion Letter |
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Entities: |
Aimco Properties, LP; Apartment Investment & Management Co.; Merrill Lynch, Pierce, Fenner & Smith Inc.; Merrill Lynch & Co., Inc.; Piper Marbury Rudnick & Wolfe LLP; Cohen & Steers Quality Income Realty Fund, Inc.; Cohen & Steers Equity Income Fund, Inc. |
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Date: |
2002 |
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Size: |
Preview shows 2KB of 9KB total |
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Price: |
$40 |
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ID: |
#265470 |
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[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.
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