EX-5.1 3 exhibit51-hakopinion.htm EX-5.1 Document
Exhibit 5.1

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HUNTON ANDREWS KURTH LLP
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 770022929

TEL    713 • 220 • 4200
FAX    713 • 220 • 4285


October 5, 2021
Sun Communities, Inc.
Sun Communities Operating Limited Partnership
27777 Franklin Road, Suite 200
Southfield, Michigan 48034

Re:Sun Communities Operating Limited Partnership – $450,000,000 aggregate principal amount of 2.300% Senior Notes due 2028 and $150,000,000 aggregate principal amount of 2.700% Senior Notes due 2031.
Ladies and Gentlemen:
We have acted as counsel to Sun Communities Operating Limited Partnership, a Michigan limited partnership (the “Issuer”), in connection with the public offering of $450,000,000 aggregate principal amount of its 2.300% Senior Notes due 2028 (the “2028 Notes”) and $150,000,000 aggregate principal amount of its 2.700% Senior Notes due 2031 (the “2031 Notes” and together with the 2028 Notes, the “Notes”). The Issuer is issuing the 2028 Notes under the Indenture dated as of June 28, 2021 (the “Base Indenture”), among the Issuer and UMB Bank, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture thereto to be dated as of October 5, 2021 (the “Second Supplemental Indenture”), among the Issuer, Sun Communities, Inc., a Maryland corporation and the general partner of the Issuer (the “Guarantor” and together with the Issuer, the “Obligors”), and the Trustee. The Issuer is issuing the 2031 Notes under the Base Indenture, as amended and supplemented by the First Supplemental Indenture thereto dated as of June 28, 2021 (the “First Supplemental Indenture”), among the Obligors and the Trustee. The Base Indenture, as amended and supplemented by the Second Supplemental Indenture, is referred to herein as the “2028 Notes Indenture.” The Base Indenture, as amended and supplemented by the First Supplemental Indenture, is referred to herein as the “2031 Notes Indenture.”
The 2028 Notes are being guaranteed by the Guarantor pursuant to the guarantee included in the 2028 Notes Indenture, and are being sold pursuant to the Underwriting Agreement dated as of September 28, 2021 (the “Underwriting Agreement”), among the (i) Obligors, (ii) Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (collectively, the “Representatives”), and (iii) the other underwriters named therein for which the Representatives are acting as representatives. The 2031 Notes are being guaranteed by the Guarantor pursuant to the guarantee included in the 2031 Notes Indenture, and are being sold pursuant to the Underwriting Agreement.

ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES
MIAMI NEW YORK NORFOLK RALEIGH/DURHAM RICHMOND SAN FRANCISCO THE WOODLANDS TOKYO TYSONS WASHINGTON, DC



Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 5, 2021
Page 2


This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
(i)the registration statement on Form S-3 (Registration Nos. 333-255020 and 333-255020-01) filed by the Obligors with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2021 (such registration statement, including the form of prospectus included therein and the documents incorporated by reference therein, being referred to herein as the “Registration Statement”);
(ii)the prospectus dated April 2, 2021, included in the Registration Statement (the “Base Prospectus”);
(iii)the preliminary prospectus supplement dated September 28, 2021, relating to the Notes, in the form filed on September 28, 2021 with the SEC, pursuant to Rule 424(b)(3) under the Securities Act (such prospectus supplement, together with the Base Prospectus, being referred to herein as the “Preliminary Prospectus”);
(iv)the pricing term sheet relating to the Notes, filed on September 28, 2021 with the SEC as a free writing prospectus, pursuant to Rules 164 and 433 under the Securities Act;
(v)the prospectus supplement dated September 28, 2021, relating to the Notes, in the form filed on September 30, 2021 with the SEC, pursuant to Rule 424(b)(5) under the Securities Act (such prospectus supplement, together with the Base Prospectus, being referred to herein as the “Prospectus”);
(vi)the Underwriting Agreement;
(vii)the Base Indenture;
(viii)(i) the form of Second Supplemental Indenture to be entered into in connection with the issuance of the 2028 Notes and (ii) the First Supplemental Indenture;
(ix)(i) the form of the 2028 Notes attached to the form of the Second Supplemental Indenture and (ii) the form of the 2031 Notes attached to the First Supplemental Indenture; and
(x)(i) the global note (the “2028 Global Note”) executed by the Issuer pursuant to the 2028 Notes Indenture, in the aggregate principal amount of $450,000,000, representing the 2028 Notes purchased and sold pursuant to the Underwriting Agreement and (ii) the global note

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Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 5, 2021
Page 3


(the “2031 Global Note”) executed by the Issuer pursuant to the 2031 Notes Indenture, in the aggregate principal amount of $150,000,000, representing the 2031 Notes purchased and sold pursuant to the Underwriting Agreement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Obligors and such agreements, certificates of public officials, certificates of officers or other representatives of the Obligors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto had or will have the power, corporate, limited partnership, or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, limited partnership, or other, and execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect on such parties. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Obligors and others.
We express no opinion other than as to the laws of the State of New York, as in effect and existing on the date hereof, that are normally applicable to transactions of the type contemplated by the Underwriting Agreement, the 2028 Notes Indenture, the 2031 Notes Indenture, the 2028 Notes and the 2031 Notes.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1.When (i) the Second Supplemental Indenture, in the form examined by us, has been duly authorized, executed and delivered by the Obligors and the Trustee in accordance with the terms of the Base Indenture and (ii) the 2028 Global Note, in the form examined by us, has been duly executed by the Issuer and authenticated by the Trustee in accordance with the terms of the 2028 Notes Indenture and has been delivered in accordance with the terms of the Underwriting Agreement and the 2028 Notes Indenture, the 2028 Notes will constitute valid and legally binding obligations of the Issuer, and the guarantee of the 2028 Notes included in the 2028 Notes Indenture will constitute a valid and legally binding obligation of the Guarantor.
2.When the 2031 Global Note, in the form examined by us, has been duly executed by the Issuer and authenticated by the Trustee in accordance with the terms of the 2031 Notes

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Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 5, 2021
Page 4


Indenture and has been delivered in accordance with the terms of the Underwriting Agreement and the 2031 Notes Indenture, the 2031 Notes will constitute valid and legally binding obligations of the Issuer, and the guarantee of the 2031 Notes included in the 2031 Notes Indenture will constitute a valid and legally binding obligation of the Guarantor.
Our opinion above is subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability. Our opinion, insofar as it pertains to the choice of law provision of the 2028 Notes, the 2031 Notes, the 2028 Notes Indenture and the 2031 Notes Indenture, is rendered solely in reliance upon New York General Obligations Law Section 5-1401, and is expressly conditioned upon the assumption that the legality, validity, binding effect and enforceability of said provision will be determined by a court of the State of New York or a United States federal court sitting in New York and applying New York choice of law rules, including said Section 5-1401. We express no opinion as to any constitutional limitations upon said Section 5-1401 or their effect, if any, upon any opinion herein expressed.
In rendering the opinion expressed above with respect to the 2028 Notes, we have assumed that the form and terms of such 2028 Notes, the issuance, sale and delivery thereof by the Issuer, and the incurrence and performance by the Obligors of their respective obligations thereunder or in respect thereof (including, without limitation, the Issuer’s obligations under the 2028 Notes Indenture with respect to the 2028 Notes and the Guarantor’s obligations under the 2028 Notes Indenture with respect to the guarantee of the 2028 Notes included in the 2028 Notes Indenture) in accordance with the terms thereof, will comply with, and will not violate, any applicable order, judgment, decree or award, or any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument, in each case, binding upon either of the Obligors, or to which the issuance, sale and delivery of such 2028 Notes or such guarantee, or the incurrence and performance of such obligations, may be subject.
In rendering the opinion expressed above with respect to the 2031 Notes, we have assumed that the form and terms of such 2031 Notes, the issuance, sale and delivery thereof by the Issuer, and the incurrence and performance by the Obligors of their respective obligations thereunder or in respect thereof (including, without limitation, the Issuer’s obligations under the 2031 Notes Indenture with respect to the 2031 Notes and the Guarantor’s obligations under the 2031 Notes Indenture with respect to the guarantee of the 2031 Notes included in the 2031 Notes Indenture) in accordance with the terms thereof, will comply with, and will not violate, any

EMF_US 86803408v2

Sun Communities, Inc.
Sun Communities Operating Limited Partnership
October 5, 2021
Page 5


applicable order, judgment, decree or award, or any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument, in each case, binding upon either of the Obligors, or to which the issuance, sale and delivery of such 2031 Notes or such guarantee, or the incurrence and performance of such obligations, may be subject.
We hereby consent to the filing of this opinion with the SEC as an exhibit to a Current Report of the Guarantor on Form 8-K and to the reference to this firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein, or of any subsequent changes in law.
Very truly yours,
/s/ Hunton Andrews Kurth LLP

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