Attached files
file | filename |
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8-K - FORM 8-K - APARTMENT INVESTMENT & MANAGEMENT CO | d84297e8vk.htm |
EX-1.1 - EX-1.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv1w1.htm |
EX-3.1 - EX-3.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv3w1.htm |
EX-5.1 - EX-5.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv5w1.htm |
EX-10.1 - EX-10.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv10w1.htm |
EX-12.1 - EX-12.1 - APARTMENT INVESTMENT & MANAGEMENT CO | d84297exv12w1.htm |
Exhibit 8.1
Apartment Investment and Management Company
4582 S. Ulster Street Parkway
Suite 1100
Denver, Colorado 80237
4582 S. Ulster Street Parkway
Suite 1100
Denver, Colorado 80237
Re: | Certain United States Federal Income Tax Consequences |
Ladies and Gentlemen:
You have requested our opinion concerning certain U.S. federal income tax considerations in
connection with the offering (the Offering), from time to time, by Apartment Investment and
Management Company, a Maryland corporation (AIMCO), of shares of AIMCOs Class Z Cumulative
Preferred Stock (the Securities), pursuant to a shelf registration statement on Form S-3
(Registration No. 333-173503) filed with the Securities and Exchange Commission (the Commission)
on April 14, 2011 (the Registration Statement), the base prospectus dated as of April 14, 2011
(the Base Prospectus), and the prospectus supplement dated as of August 24, 2011 (the Prospectus
Supplement, and together with the Base Prospectus, the Prospectus). All capitalized terms used
herein, unless otherwise specified, shall have the meanings assigned to them in the Prospectus.
In connection with the Offering and with certain previous offerings of AIMCO stock and
securities, we have acted as counsel to AIMCO, and we have assisted in the preparation of the
Registration Statement, the Prospectus and certain other documents. In formulating our opinion, we
have examined and relied on originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement, the Prospectus and such other documentation and
information provided by AIMCO as is relevant to the Offering and necessary to prepare the
Registration Statement and the Prospectus or as we have deemed necessary or appropriate as a basis
for the opinion set forth herein. In connection with our
Apartment Investment and Management Company
August 24, 2011
Page 2
August 24, 2011
Page 2
opinion, you have provided us with certain representations and covenants of officers of AIMCO
relating to, among other things, properties, assets, income, distributions, stockholder ownership,
organizational structure and other requirements, and the past, present and future conduct of
AIMCOs business operations. We have assumed that such statements, representations and covenants
are true as of the date hereof, and will continue to be true, without regard to any qualification
as to knowledge and belief. For purposes of our opinion, we have not assumed any responsibility
for investigating or independently verifying the facts and representations set forth in such
documents, the partnership agreements and organizational documents for each of the corporations,
partnerships and limited liability companies in which AIMCO holds a direct or indirect interest
(the Subsidiaries), the Registration Statement, the Prospectus, or any other document, and we
have not undertaken any independent review of such information. In particular, we note that AIMCO
engages in transactions in connection with which we have not provided legal advice, and have not
reviewed, and of which we may be unaware. We have, consequently, assumed and relied on AIMCOs
representations that the information presented in such documents or otherwise furnished to us
accurately and completely describes all material facts relevant to our opinion.
In rendering our opinion, we have assumed that the transactions contemplated by the foregoing
documents have been or will be consummated in accordance with the operative documents, and that
such documents accurately reflect the material facts of such transactions. In addition, our
opinion is based on the correctness of the assumption that there have been no changes in the
applicable laws of the State of Maryland or any other state under the laws of which any of the
Subsidiaries have been formed. In rendering our opinion, we have also considered and relied upon
the Code, the regulations promulgated thereunder (the Regulations), administrative rulings and
the other interpretations of the Code and the Regulations by the courts and the Internal Revenue
Service, all as they exist as of the date hereof. It should be noted that the Code, Regulations,
judicial decisions, and administrative interpretations are subject to change at any time (possibly
with retroactive effect). Any change which is made after the date hereof in any of the foregoing
bases for our opinion could affect our conclusions herein. There can be no assurances, moreover,
that any of the opinions expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.
Based upon and subject to the foregoing, for U.S. federal income tax purposes we are of the
opinion that:
1. Commencing with AIMCOs initial taxable year ended December 31, 1994, AIMCO was organized
in conformity with the requirements for qualification as a REIT under the Code, and its actual
method of operation has enabled, and its proposed method of operation will enable, AIMCO to meet
the requirements for qualification and taxation as a REIT under the Code. AIMCOs qualification
and taxation as a REIT depend upon its ability to meet, through actual annual operating results,
certain requirements including requirements relating to distribution levels and diversity of stock
ownership, and the various qualification
Apartment Investment and Management Company
August 24, 2011
Page 3
August 24, 2011
Page 3
tests imposed under the Code, the results of which are not reviewed by us. Accordingly, no
assurance can be given that the actual results of AIMCOs operation for any particular taxable year
satisfy the requirements for taxation as a REIT under the Code.
2. Although the discussion set forth in the Base Prospectus under the caption Material United
States Federal Income Tax Considerations, as supplemented by the discussion set forth in the
Prospectus Supplement under the caption Material United States Federal Income Tax Considerations,
does not purport to discuss all possible U.S. federal income tax consequences of the acquisition,
ownership, and disposition of the Securities, the discussion, although general in nature,
constitutes, in all material respects, a fair and accurate summary under current law of certain
material U.S. federal income tax consequences of the acquisition, ownership and disposition of the
Securities by a holder who acquires such Securities, subject to the qualifications set forth
therein. The U.S. federal income tax consequences of an investment in the Securities by an
investor will depend upon that holders particular situation, and we express no opinion as to the
completeness of the discussion set forth in the Base Prospectus under the caption Material United
States Federal Income Tax Considerations, as supplemented by the discussion set forth in the
Prospectus Supplement under the caption Material United States Federal Income Tax Considerations,
as applied to any particular holder.
Other than as expressly stated above, we express no opinion on any issue relating to AIMCO or
to any investment therein.
This opinion has been prepared for you in connection with the transaction described herein.
It may not be relied upon by anyone else without our prior written consent. We consent to AIMCO
filing this opinion with the Commission as an exhibit to a Current Report on Form 8-K, which will
be incorporated by reference in the Registration Statement, and to the reference to Skadden, Arps,
Slate, Meagher & Flom LLP under the caption Legal Matters in the Base Prospectus and Prospectus
Supplement. In giving this consent, we do not thereby admit that we are within 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 Commission. This opinion is expressed as of the date hereof, and we
are under no obligation to supplement or revise our opinion to reflect any legal developments or
factual matters arising subsequent to the date hereof, or the impact of any information, document,
certificate, record, statement, representation, covenant, or assumption relied upon herein that
becomes incorrect or untrue.
Very truly yours,
/s/ Skadden, Arps,
Slate, Meagher & Flom LLP