OPINION OF BALLARD SPAHR
Published on
Exhibit 5.1
FILE NUMBER
863004
October 30, 1997
The Board of Trustees
Equity Residential Properties Trust
Re: Equity Residential Properties Trust
Registration Statement on Form S-4
Registration No. 333-35873
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Ladies and Gentlemen:
We have served as Maryland counsel to Equity Residential Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with certain matters of Maryland law arising out of the issuance by the Company
of up to 13,027,181 common shares of beneficial interest, $0.01 par value per
share, of the Company (the "Shares"), to the stockholders of Evans Withycombe
Residential, Inc., a Maryland corporation ("EWR"), and to holders of limited
partnership interests in Evans Withycombe Residential, L.P., a Delaware limited
partnership, in connection with the merger (the "Merger") of EWR with and into
the Company, pursuant to the Agreement and Plan of Merger, dated August 27,
1997, by and between the Company and EWR (the "Merger Agreement"), as described
in the above-referenced Registration Statement (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "1933 Act"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement in the form in which it was
transmitted to the Securities and Exchange Commission (the "Commission") and all
amendments thereto, including the related form of Joint Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") included therein;
Equity Residential Properties Trust
October 30, 1997
Page 2
2. The Amended and Restated Declaration of Trust of the Company,
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
3. The Amended and Restated Bylaws of the Company, certified as of a
recent date by its Secretary;
4. Resolutions adopted by the Board of Trustees, or a duly
authorized committee thereof, of the Company relating to (i) the sale and
issuance of the Shares and (ii) the approval of the Merger Agreement, certified
as of a recent date by the Secretary of the Company;
5. The Merger Agreement;
6. A certificate of the SDAT, as of a recent date, as to the good
standing of Company;
7. A certificate executed by the Secretary of the Company, dated the
date hereof; and
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on behalf
of such individual or another person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All
Equity Residential Properties Trust
October 30, 1997
Page 3
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There are no oral
or written modifications or amendments to the Documents, and there has been no
waiver of any of the provisions of the Documents, by action or omission of the
parties or otherwise.
5. The Shares will be evidenced by certificates substantially in the
form of the certificates which currently evidence the Company's common shares of
beneficial interest, $0.01 par value per share.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
validly existing under and by virtue of the laws of the State of Maryland and is
in good standing with the SDAT.
2. The Shares have been duly and validly authorized and, when and if
issued in accordance with the resolutions of the Board of Trustees of the
Company authorizing their issuance and with the Merger Agreement, will be duly
and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with any federal or state securities laws
(including the securities laws of the State of Maryland).
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name
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October 30, 1997
Page 4
of our firm in the section entitled "Legal Matters" in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll