[LETTERHEAD OF PIPER MARBURY RUDNICK & WOLFE LLP]
April 5, 2002
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
Ladies and Gentlemen:
We serve as special Maryland counsel to Apartment Investment and
Management Company, a Maryland corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement of the Company on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on or about
April 5, 2002, of 4,390,907 shares (the "Shares") of Class A Common Stock, par
value $.01 per share, of the Company (the "Common Stock"). This opinion is being
provided at your request in connection with the filing of the Registration
Statement.
The Shares were or may be issued as indicated below in connection with
the acquisition of Casden Properties, Inc., a Maryland corporation ("Casden"),
by the Company in a merger (the "Merger") effected on March 11, 2002 (the
"Closing"). The Shares were or may be issued by the Company from time to time as
follows:
(i) up to 3,508,123 Shares were issued pursuant to Article II
of the Agreement and Plan of Merger dated as of December 3, 2001 (the
"Merger Agreement") by and among the Company, Casden, and XYZ Holdings
LLC, a Delaware limited liability company, and Article Seventh of the
Articles of Merger, dated March 11, 2002 (the "Articles of Merger"), of
the Company and Casden relating to the Merger which were filed with the
Department of Assessments and Taxation of the State of Maryland (the
"MSDAT") on March 11, 2002 and became effective at the Closing; and
(ii) up to 882,784 Shares (the actual number of which is as
adjusted from time to time pursuant to certain antidilution provisions)
in exchange for up to 882,784 common limited partnership units (the
"Common OP Units") of AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO OP"), issued promptly after the Closing,
pursuant to the OP Unit Contribution Agreement