[LETTERHEAD OF XXXXXXX XXXXX XXXXXXX & XXXXXXXXX]
February 12, 1997
Xxxxx Xxxxxxxxxx Residential, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx X000
Xxxxxxxxxx, Xxxxxxx 00000
Re: Xxxxx Xxxxxxxxxx Residential, Inc., a Maryland corporation (the
"Corporation") - Issuance and Sale of up to 2,070,000 shares (the
"Shares") of Common Stock of the Corporation, par value One Cent
($.01) per Share (the "Common Stock")
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Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities Act
of 1933, as amended (the "Act"), by the Corporation on Form S-3 (Registration
No. 33-96756) filed with the Securities and Exchange Commission (the
"Commission"), as amended (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.
We have acted as special Maryland corporate counsel for the Corporation in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Corporation, we have reviewed and are familiar
with the proceedings taken by the Corporation in connection with the
authorization of the Shares. In addition, we have relied upon certificates and
advice from the officers of the Corporation upon which we believe we are
justified in relying and on various certificates from, and documents recorded
with, the State Department of Assessments and Taxation of Maryland (the "SDAT"),
including the charter of the Corporation (the "Charter"), consisting of Articles
of Incorporation of the Corporation filed with the SDAT on May 24, 1994 and
Articles of Amendment filed with the SDAT on August 11, 1994. We have also
examined Bylaws of the Corporation adopted as of May 25, 1994 and amended and
restated on August 4, 1994 and resolutions of the Board of Directors of the
Corporation adopted on or before the date hereof and are in full force and
effect on the date hereof; and such
Xxxxx Xxxxxxxxxx Residential, Inc.
February 12, 1997
Page 2
laws, records, documents, certificates, opinions and instruments as we deem
necessary to render this opinion.
We have assumed the genuineness of all signatures, and the authenticity of
all documents submitted to us as originals and the conformity of the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument, document
or certificate referred to herein on behalf of any party is duly authorized to
do so. We have also assumed that all certificates submitted to us are true and
correct and that the shares will not be issued in violation of provisions of
Article V, Section 2 of the Charter of the Company entitled "REIT-Related
Restrictions and Limitations on the Equity Shares".
Based on the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, the
Shares have been duly authorized by all necessary corporate action on the part
of the Corporation, and the Shares will, upon issuance and delivery in
accordance with the terms and conditions described in the Registration Statement
against payment of the purchase price therefore as determined by the Board of
Directors of the Corporation or a committee thereof, be validly issued, fully
paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Corporation in the section
of the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters".
The opinions set forth herein are limited to the current laws of the State
of Maryland and we express no opinion with respect to any laws other than the
laws of the State of Maryland. Furthermore, the opinions presented in this
letter are limited to the matters specifically set forth herein an no other
opinion shall be inferred beyond the matters expressly stated.
Xxxxx Xxxxxxxxxx Residential, Inc.
February 12, 1997
Page 3
The opinions expressed in this letter are solely for your use and may not
be relied upon by any other person without our prior written consent.
Very truly yours,
/s/ XXXXXXX XXXXX XXXXXXX & XXXXXXXXX
