Attached files
file | filename |
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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-5.1 - EX-5.1 - EQUITY RESIDENTIAL | c62783exv5w1.htm |
EX-1.2 - EX-1.2 - EQUITY RESIDENTIAL | c62783exv1w2.htm |
EX-1.1 - EX-1.1 - EQUITY RESIDENTIAL | c62783exv1w1.htm |
Page 1
Exhibit 8.1
DLA Piper LLP (US)
203 North LaSalle Street, Suite 1900
Chicago, Illinois 60601-1293
T 312.368.4000
F 312.236.7516
W www.dlapiper.com
203 North LaSalle Street, Suite 1900
Chicago, Illinois 60601-1293
T 312.368.4000
F 312.236.7516
W www.dlapiper.com
February 3, 2011
Board of Trustees
Equity Residential
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Equity Residential
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Re: | Tax Opinion REIT Status |
Ladies and Gentlemen:
We are acting as special tax counsel to Equity Residential, a Maryland real estate investment
trust (EQR or the Company), in connection with the Registration Statement on Form S-3
(Registration No. 333-156156), under the Securities Act of 1933, as amended (Securities Act),
relating to the issuance of (i) common shares of beneficial interest, par value $0.01 per share
(the Common Shares), (ii) preferred shares of beneficial interest, par value $0.01 per share (the
Preferred Shares), and (iii) depository shares representing fractional interests in Preferred
Shares (the Depository Shares and together with the Common Shares, Preferred Shares, the
Shares), as described in the Registration Statement which became effective on December 16, 2008.
The term Registration Statement shall mean, as of any time referred to herein, such registration
statement, as amended at such time, including, except as otherwise specified therein, the documents
incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act as of the date hereof. This opinion letter is furnished to you at your
request to enable EQR to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §
229.601(b)(8), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents (the
Reviewed Documents): (i) an executed copy of the Registration Statement; (ii) the Articles of
Restatement of EQR (Declaration of Trust), as certified by an officer of the Company on the date
hereof as then being complete, accurate, and in effect; (iii) the Seventh Amended and Restated
Bylaws of EQR (Bylaws), as certified by an officer of the Company on the date hereof as then
being complete, accurate, and in effect; (iv) the Sixth Amended and Restated Agreement of Limited
Partnership of ERP Operating Limited Partnership (the Operating Partnership and such agreement,
the ERP LP Agreement); (v) resolutions of the Board of Trustees of EQR or a duly authorized
committee thereof that authorizes and otherwise
Board of Trustees
Equity Residential
February 3, 2011
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February 3, 2011
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relates to the issuance of the Shares (Resolutions); and (vii) such other materials and
matters as we have deemed necessary for the issuance of this opinion.
In addition, we have relied upon the factual representations and covenants of EQR and, to the
extent set forth in the Officers Certificate (as hereinafter defined), of Multifamily Portfolio
Partners, Inc., a Delaware corporation, EQR-District Holding, LLC, a Delaware limited liability
company, and BEL Residential Properties Trust, a Maryland real estate investment trust (each such
entity, along with BEL Multifamily Property Trust, a Maryland real estate investment trust, BEL
Communities Property Trust, a Maryland real estate investment trust, and BEL Apartment Properties
Trust, a Maryland real estate investment trust, hereinafter referred to as a Subsidiary REIT),
contained in EQRs certificate to us, dated as of the date hereof (the Officers Certificate),
executed by a duly appointed officer of EQR setting forth certain representations and covenants
relating to the organization and operation of EQR, the Operating Partnership, the Subsidiary REITs
and their respective subsidiaries.
For purposes of our opinion, we have not made an independent investigation of the facts set
forth in the documents we reviewed. We consequently have assumed that the information presented in
such documents or otherwise furnished to us accurately and completely describes all material facts
relevant to our opinion. No facts have come to our attention, however, that would cause us to
question the accuracy and completeness of such facts or documents in a material way. Any
representation or statement in any document upon which we rely that is made to the best of our
knowledge or otherwise similarly qualified is assumed to be correct. Any alteration of such facts
may adversely affect our opinions. In the course of our representation of EQR, no information has
come to our attention that would cause us to question the accuracy or completeness of the
representations contained in the Officers Certificate or of the Reviewed Documents in a material
way.
In our review, we have assumed, with your consent, that all of the representations and
statements of a factual nature set forth in the documents we reviewed are true and correct, and all
of the obligations imposed by any such documents on the parties thereto have been and will be
performed or satisfied in accordance with their terms. We have also assumed the genuineness of all
signatures, the proper execution of all documents, the authenticity of all documents submitted to
us as originals, the conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.
The opinions set forth in this letter are based on relevant provisions of the Internal Revenue
Code of 1986, as amended (the Code), the regulations promulgated thereunder by the United States
Department of the Treasury (Regulations) (including proposed and temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, the legislative history, and
existing administrative rulings and practices of the Internal Revenue Service (including its
practices and policies in issuing private letter rulings, which are not binding on the Internal
Revenue Service (IRS) except with respect to a taxpayer that receives such a ruling), all as of
the date hereof.
Board of Trustees
Equity Residential
February 3, 2011
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Equity Residential
February 3, 2011
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In rendering these opinions, we have assumed that the transactions contemplated by the
Reviewed Documents will be consummated in accordance with the terms and provisions of such
documents, and that such documents accurately reflect the material facts of such transactions. In
addition, the opinions are based on the correctness of the following specific assumptions:
(i) | EQR, Operating Partnership, the Subsidiary REITs and their respective subsidiaries will each be operated in the manner described in the Declaration of Trust, the Bylaws, the ERP LP Agreement, the other organizational documents of each such entity, as the case may be, and all terms and provisions of such agreements and documents will be complied with by all parties thereto; | ||
(ii) | EQR is a duly formed real estate investment trust under the laws of the State of Maryland; | ||
(iii) | Operating Partnership is a duly organized and validly existing limited partnership under the laws of the State of Illinois; and | ||
(iv) | There has been no change in the applicable laws of the State of Maryland, the State of Illinois, or in the Code, the regulations promulgated thereunder by the United States Department of the Treasury, and the interpretations of the Code and such regulations by the courts and the IRS, all as they are in effect and exist at the date of this letter. |
With respect to the last assumption, it should be noted that statutes, regulations, judicial
decisions, and administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change that is made after the date hereof in
any of the foregoing bases for our opinions could affect our conclusions. Furthermore, if the
facts vary from those relied upon (including if any representations, warranties, covenants or
assumptions upon which we have relied are inaccurate, incomplete, breached or ineffective), our
opinion contained herein could be inapplicable. Moreover, the qualification and taxation of EQR as
a real estate investment trust (a REIT) under the Code will depend upon (i) EQRs meeting, in its
actual operations, the applicable asset composition, source of income, shareholder diversification,
distribution and other requirements of the Code and Regulations necessary for an entity to qualify
as a REIT and (ii) the satisfaction by each of the Subsidiary REITs of the requirements for
qualification and taxation as a REIT. We will not review the operations of EQR or any of the
Subsidiary REITs, and no assurance can be given that the actual operations of EQR or any Subsidiary
REIT will meet these requirements or the representations made to us with respect thereto
Based upon and subject to the foregoing, it is our opinion that:
(i) | EQR was organized and has operated in conformity with the requirements for qualification as a REIT under the Code for each of its taxable years ended |
Board of Trustees
Equity Residential
February 3, 2011
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December 31, 1992 through December 31, 2010, and EQRs current organization and proposed method of operation will enable it to continue to satisfy the requirements for qualification and taxation as a REIT under the Code for its taxable years ending after the date of this opinion. | |||
(ii) | The discussion in the Prospectus, included as part of the Registration Statement under the heading Federal Income Tax Considerations, to the extent that it constitutes matters of federal income tax law or legal conclusions relating thereto, is accurate in all material respects. |
The foregoing opinion is limited to the matters specifically discussed herein, which are the
only matters to which you have requested our opinion. Other than as expressly stated above, we
express no opinion on any issue relating to EQR, Operating Partnership, any Subsidiary REIT, or to
any investment therein.
For a discussion relating the law to the facts and the legal analysis underlying the opinions
set forth in this letter, we incorporate by reference the discussion of federal income tax issues,
which we assisted in preparing, contained in the Prospectus, included as part of the Registration
Statement, under the heading Federal Income Tax Considerations. We assume no obligation to
advise you of any changes in the foregoing subsequent to the date of this opinion letter, and we
are not undertaking to update the opinion letter from time to time. You should be aware that an
opinion of counsel represents only counsels best legal judgment, and has no binding effect or
official status of any kind, and that no assurance can be given that contrary positions may not be
taken by the Internal Revenue Service or that a court considering the issues would not hold
otherwise.
This opinion is rendered only to you and may not be quoted in whole or in part or otherwise
referred to, nor be filed with, or furnished to, any other person or entity in connection with the
Registration Statements. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement under the Securities Act of 1933, as amended, pursuant to Item 601(b)(8) of
Regulation S-K, 17 C.F.R § 229.601(b)(8), and the reference to DLA Piper LLP (US) contained under
the heading Legal Matters in the Prospectus included as part of the Registration Statement. In
giving this consent, we do not admit that we are included in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/
DLA PIPER LLP (US)
DLA PIPER LLP (US)