AIV Apartment Investment and Management Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 16, 2015

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

(Exact Name of Registrant as Specified in Its Charter)

AIMCO PROPERTIES, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (303) 757-8101

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Pursuant to the Underwriting Agreement, dated January 12, 2015, among Apartment Investment and Management Company (the “Company”), AIMCO Properties, L.P., and Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. (together, the “Underwriters”) relating to an underwritten public offering by the Company of 8,200,000 shares of Class A Common Stock, par value $.01 per share (the “Common Stock”), the Company granted the Underwriters an option to purchase up to 1,230,000 additional shares of Common Stock (“Option Shares”), exercisable within 30 days of the date of the Underwriting Agreement. On January 16, 2015, the Underwriters exercised such option to purchase all of the Option Shares. The sale of the Option Shares is expected to close on or about January 21, 2015, subject to customary conditions.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 5.1

January 20, 2015

Apartment Investment and Management Company

4582 South Ulster Street, Suite 1100

Denver, Colorado 80237

Ladies and Gentlemen:

We have acted as special Maryland counsel to Apartment Investment and Management Company, a Maryland corporation (the “Company”), and have been requested to render this opinion in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 of the Company (Registration No. 333-195133) and any amendments through the date hereof (the “Registration Statement”), prepared and filed with the Securities and Exchange Commission (the “Commission”) and effective on April 8, 2014, including a base prospectus, dated April 8, 2014, included therein at the time the Registration Statement became effective (the “Base Prospectus”), the preliminary prospectus supplement, dated January 12, 2015 and filed by the Company with the Commission on January 12, 2015 pursuant to Rule 424(b)(5) under the Securities Act (together with the Base Prospectus, the “Preliminary Prospectus”), and the prospectus supplement, dated January 12, 2015 and filed by the Company with the Commission on January 14, 2015 pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), for offering by the Company of 1,230,000 shares (the “Shares”) of Class A Common Stock, par value $.01 per share, of the Company, pursuant to the full exercise by Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. (together, the “Underwriters”) of their over-allotment option pursuant to the terms of an Underwriting Agreement, dated January 12, 2015 (the “Underwriting Agreement”), among the Company and AIMCO Properties, L.P., a Delaware limited partnership, on the one hand, and the Underwriters, on the other hand. This opinion is being provided at your request in connection with the filing of a Current Report on Form 8-K and supplements our opinion, dated April 8, 2014, previously filed as Exhibit 5.1 to the Registration Statement.

In rendering the opinion expressed herein, we have reviewed the following documents (the “Documents”):

(a) the charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”);

(b) the bylaws of the Company (the “Bylaws”), as in effect on the date hereof, as certified by an officer of the Company;

(c) the Underwriting Agreement;

(d) the Registration Statement;

Apartment Investment and Management Company

January 20, 2015

Page  2

(e) the Preliminary Prospectus;

(f) the Prospectus;

(g) resolutions of the Board of Directors of the Company or a committee thereof relating to the authorization and issuance of the Shares and the authorization of the Underwriting Agreement and the transactions contemplated thereby, certified by an officer of the Company;

(h) a certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

(i) a certificate executed by an officer of the Company (the “Certificate”), dated as of the date hereof, as to certain factual matters; and

(j) such other documents as we have considered necessary to the rendering of the opinion expressed below.

In examining the Documents, and in rendering the opinion set forth below, we have assumed the following: (a) each of the parties to the Documents (other than the Company) has duly and validly executed and delivered each of the Documents and each instrument, agreement and other document executed in connection with the Documents to which such party is a signatory, and each such party’s (other than the Company’s) obligations set forth in the Documents are its legal, valid and binding obligations, enforceable in accordance with their respective terms; (b) each person executing any such instrument, agreement or other document on behalf of any such party (other than the Company) is duly authorized to do so; (c) each natural person executing any such instrument, agreement or other document is legally competent to do so; (d) the Documents accurately describe and contain the mutual understandings of the parties, there are no oral or written modifications of or amendments or supplements to the Documents and there has been no waiver of any of the provisions of the Documents by actions or conduct of the parties or otherwise; and (e) all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies or telecopies or portable document file (“.PDF”) copies conform to the original documents (and the authenticity of the originals of such copies), all signatures on all documents submitted to us for examination (and including signatures on photocopies, telecopies and .PDF copies) are genuine and all public records reviewed are accurate and complete. As to certain factual matters, we have relied on the Certificate as to the factual matters set forth therein, which we assume to be accurate and complete.

Based upon and subject to the foregoing and having regard for such legal considerations we deem relevant, we are of the opinion that, as of the date hereof, the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

The opinion set forth herein is subject to additional assumptions, qualifications and limitations as follows:

(a) We have made no investigation of, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of Maryland. To the extent that any documents referred to herein are governed by the laws of a jurisdiction other than the State of Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of the State of Maryland.

Apartment Investment and Management Company

January 20, 2015

Page  3

(b) We further assume that the issuance and sale of the Shares will not cause the Company to exceed the total limit of the authorized capital stock of the Company, as provided in the Charter.

(c) This opinion concerns only the effect of the laws (exclusive of the principles of conflict of laws) of the State of Maryland as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion.

(d) We express no opinion as to compliance with the securities (or “blue sky”) laws or the real estate syndication laws of the State of Maryland.

(e) We assume that the issuance of the Shares by the Company will not cause any person to violate any of the provisions of the Charter relating to the Initial Holder Limit, the Look-Through Ownership Limit or the Ownership Limit (as those terms are defined in the provisions in the Charter that are applicable to the Shares), and that the Company will not issue any shares of capital stock other than the Shares.

(f) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on Form 8-K and to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus Supplement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

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