Attached files
file | filename |
---|---|
8-K - FORM 8-K - EQUITY RESIDENTIAL | c62783e8vk.htm |
EX-1.4 - EX-1.4 - EQUITY RESIDENTIAL | c62783exv1w4.htm |
EX-1.3 - EX-1.3 - EQUITY RESIDENTIAL | c62783exv1w3.htm |
EX-8.1 - EX-8.1 - EQUITY RESIDENTIAL | c62783exv8w1.htm |
EX-1.2 - EX-1.2 - EQUITY RESIDENTIAL | c62783exv1w2.htm |
EX-1.1 - EX-1.1 - EQUITY RESIDENTIAL | c62783exv1w1.htm |
Exhibit 5.1
DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T 410.580.3000
F 410.580.3001
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
T 410.580.3000
F 410.580.3001
W www.dlapiper.com
February 3, 2011
Equity Residential
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Re: | Legality of Common Shares Registered under Registration Statement on Form S-3 |
Ladies and Gentlemen:
We serve as special Maryland counsel to Equity Residential, a Maryland real estate investment
trust (the Company), in connection with the offering (the ATM Offering) of up
to 10,000,000 common shares (the Placement Shares) of beneficial interest, $.01 par value
per share, of the Company (Common Shares), pursuant to the prospectus supplement dated
February 3, 2011 (the Prospectus Supplement), supplementing the prospectus dated December
16, 2008 (the Base Prospectus) that forms a part of the Companys Registration Statement
on Form S-3 (File No. 333-156156) (the Registration Statement) filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the Securities
Act). The Placement Shares are to be sold from time to time pursuant to the four sales agency
financing agreements, each dated February 3, 2011 (the Sales Agreements), by and among
each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan
Stanley & Co. Incorporated and BNY Mellon Capital Markets, LLC, individually, as Sales Agents
(collectively, the Agents), the Company and ERP Operating Limited Partnership, an
Illinois limited partnership.
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 (collectively, the Documents):
1. The Sales Agreements, certified as of the date hereof by the Secretary of the Company;
2. The Registration Statement, in the form in which it was filed with the Securities and
Exchange Commission (the Commission) under the Securities Act;
Equity Residential
February 3, 2011
Page 2
February 3, 2011
Page 2
3. The Base Prospectus, in the form in which it was filed with the Commission under the
Securities Act;
4. The Prospectus Supplement, in the form in which it was filed with the Commission under the
Securities Act;
5. The declaration of trust, as amended, corrected, supplemented and restated, of the Company
(the Declaration), certified as of a recent date by the State Department of Assessments
and Taxation of Maryland (the SDAT);
6. The Seventh Amended and Restated Bylaws of the Company (the Bylaws), certified as
of the date hereof by the Secretary of the Company;
7. All resolutions adopted by the Board of Trustees of the Company (the Board)
relating to (a) the ATM Offering, (b) the authorization, execution and delivery of the Sales
Agreements and the transactions contemplated thereby, and (c) the registration, sale and issuance
of the Placement Shares, certified as of the date hereof by the Secretary of the Company;
8. A certificate of the SDAT as to the good standing of the Company, dated as of the date
hereof; and
9. A certificate executed by Yasmina Duwe, Senior Vice President, Associate General Counsel
and Corporate Secretary of the Company, dated as of the date hereof.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
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 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
partys obligations (including the Companys) set forth therein are legal, valid and binding.
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 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 has been no oral or written modification or amendment to the Documents, or waiver of any
provision of the Documents, by action or omission of the parties or otherwise.
Equity Residential
February 3, 2011
Page 3
February 3, 2011
Page 3
5. The Placement Shares will not be issued or transferred in violation of any restriction or
limitation on transfer or ownership of Shares (as defined in the Declaration) contained in the
Declaration.
6. Prior to the issuance of any of the Placement Shares, the Company will have
available for issuance, under the Declaration, the requisite number of authorized but
unissued Common Shares.
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 existing under and by virtue
of the laws of the State of Maryland and is in good standing with the SDAT.
2. When (a) the purchase price or prices for the Placement Shares and the number of the
Placement Shares (in any case not to exceed 10,000,000 in the aggregate) to be offered and sold
from time to time have been duly established and approved by resolutions duly adopted by the Board,
or a duly authorized committee thereof, and agreed upon by the Company and the respective
purchasers of the Placement Shares, and (b) the Placement Shares have been issued and delivered by
the Company against payment of such purchase price or prices, as the case may be, in accordance
with the relevant Sales Agreement, after deduction from such purchase price or prices of the
Agents commission and such other amounts, if any, as may be deducted therefrom in accordance with
such Sales Agreement and resolutions duly adopted by the Board, or a duly authorized committee
thereof, the Placement Shares will be duly authorized, validly issued, fully paid and
nonassessable; provided, that (i) the purchase price per Placement Share paid by purchasers is
equal to or in excess of any minimum purchase price, and within any other parameters, established
by the Board, or a duly authorized committee thereof, and (ii) the aggregate number of Placement
Shares issued and issuable pursuant to the Sales Agreements, when taken together with the other
issued and outstanding Common Shares, does not exceed the number of authorized Common Shares set
forth in the Declaration.
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 the securities (or blue sky) laws of the State of Maryland. The opinion expressed herein is
subject to the effect of judicial decisions which may permit the introduction of parol evidence to
modify the terms or the interpretation of agreements.
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 limited to the matters set forth herein, and no other opinion
should be inferred beyond the matters expressly stated.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement.
Equity Residential
February 3, 2011
Page 4
February 3, 2011
Page 4
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of the name of our firm therein. 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 Securities Act.
Very truly yours,
/s/
DLA PIPER LLP (US)
DLA PIPER LLP (US)