[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]



                                November 6, 2001







Apartment Investment and Management Company

Colorado Center, Tower Two

2000 South Colorado Boulevard, Suite 2-1000

Denver, Colorado  80222



             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, of shares of Class A Common Stock, par value $.01 per share

("Class A Common Stock"), of Apartment Investment and Management Company, a

Maryland corporation ("AIMCO"), by certain stockholders pursuant to a

Registration Statement on Form S-3 (the "Registration Statement"). 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

Class A Common Stock by AIMCO, 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

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