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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/21/17 American Homes 4 Rent 8-K:1,3,5,9 4/19/17 5:301K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 21K 2: EX-1.1 Underwriting Agreement HTML 128K 3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 61K 4: EX-5.1 Opinion re: Legality HTML 11K 5: EX-10.1 Material Contract HTML 39K
| EX-5.1 |
Exhibit 5.1
|
Columbia Square 555 Thirteenth Street NW T +1 202 637 5600 F +1 202 637 5910 |
Board of Trustees
American Homes 4 Rent
30601 Agoura Road, Suite 200
Agoura Hills, California 91301
Ladies and Gentlemen:
We are acting as counsel to American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to 6,900,000 5.875% Series F cumulative redeemable perpetual preferred shares of beneficial interest, par value $0.01 per share (the “Series F Preferred Shares”), including 900,000 Series F Preferred Shares that may be purchased by the several underwriters (the “Underwriters”) named on Schedule 1 of the Underwriting Agreement dated April 19, 2017, among the Company, American Homes 4 Rent L.P., and Raymond James & Associates, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters (the “Underwriting Agreement”), pursuant to their option to purchase additional Series F Preferred Shares of the Company. The offering by the Company is being made pursuant to a prospectus supplement dated April 19, 2017 and the accompanying base prospectus dated August 7, 2014 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-197921) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Series F Preferred Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement of Declaration of Trust, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rio de Janeiro Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com
This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance of the Series F Preferred Shares pursuant to the terms of the Underwriting Agreement and the Articles Supplementary for the Series F Preferred Shares (the “Articles Supplementary”), (ii) receipt by the Company of the consideration for the Series F Preferred Shares specified in the resolutions of the Board of Trustees and the Pricing Committee of the Board of Trustees, and (iii) in the case of the Company’s Class A common shares of beneficial interest, $0.01 par value per share (the “Class A Common Shares”) issuable upon conversion of the Series F Preferred Shares (such Class A Common Shares issuable upon conversion, the “Conversion Shares”), a determination by the Board of Trustees of the Company to convert the Series F Preferred Shares and issue the Conversion Shares in accordance with the terms of the Articles Supplementary, the Series F Preferred Shares and Conversion Shares will be duly authorized, and when issued in accordance with the Articles Supplementary, will be validly issued, fully paid, and non-assessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Series F Preferred Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Very truly yours, |
| /s/ Hogan Lovells US LLP |
| HOGAN LOVELLS US LLP |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 4/21/17 | 424B5, 8-A12B | ||
| Filed on: | 4/20/17 | |||
| For Period End: | 4/19/17 | 424B5, FWP | ||
| 8/7/14 | 10-Q, 424B7, 8-K, S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 American Homes 4 Rent 10-K 12/31/23 111:15M 6/09/23 American Homes 4 Rent S-3ASR 6/09/23 6:1.1M Donnelley … Solutions/FA 2/24/23 American Homes 4 Rent 10-K 12/31/22 109:17M 2/25/22 American Homes 4 Rent 10-K 12/31/21 110:16M 11/05/21 American Homes 4 Rent 10-Q 9/30/21 84:11M 8/06/21 American Homes 4 Rent 10-Q 6/30/21 85:11M 5/10/21 American Homes 4 Rent S-8 5/10/21 3:88K Donnelley … Solutions/FA 5/10/21 American Homes 4 Rent S-8 5/10/21 3:88K Donnelley … Solutions/FA 5/07/21 American Homes 4 Rent 10-Q 3/31/21 83:8.7M 2/26/21 American Homes 4 Rent 10-K 12/31/20 102:16M 11/06/20 American Homes 4 Rent 10-Q 9/30/20 84:10M 8/07/20 American Homes 4 Rent 10-Q 6/30/20 84:11M |