With a Professional Managment Company, I won't have to manage day to day operations.

They have experience and good references.The problem with property managers operating on a "time and materials" basis with their maint. staff, is that, regardless of what they tell you, they have no incentive to hurry (in fact, just the opposite, to keep these employees busy at your expense).

Keeping the type of investment that you are doing will work great if you are planning on making this a more full-time operation.

Numbers below:Purchase price: $125,000Down Payment: $25,000Mortgage payments: $6,084/yr (PI $507/month @ 5% 30 yr)Rental Income: $16,200/yrVacancy 5%: $810Property Tax: $900/yrInsurance: $800/yrProperty Manager 12%: $1,900/yrMaintenance: $2,400/yr ($100/door per month)Utilies: $300/yr waterAdvertising: $200/yrTotal Operating Expenses: $7,310Net Operating Income: $8,890Less Mortgage Payments: $6,084Total Cash Flow: $2,806Cash on Cash Return: $2,806/$25,000 = 11.2%Any errors in my numbers?

Have you tried co-operating with brokers in the area and paying them half a months rent to find a tenant?

Dan,It sounds like your friend approached you and is already willing and able to invest with you, so I am not sure an "initial letter" is needed here.The most important part is your operating agreement if you choose to form an entity in which you both are 50% partners or a well written joint venture agreement if you use your own entities as partnerships.These contracts/documents should stipulate all teh duties of each party, death survival verbiage, insurance, and all details of the deal process.

I used to run the business personally but as I became more involved in real estate I brought in a partner who runs the entire operation now.

Assuming all operating costs and maintenance costs are same or similar which would be the better buy.

As to SEC attorneys, I doubt you'll find one who will say that your operation avoids SEC regulations and provide a guarantee of that, since they are pretty broad in what might constitute a security, that will be determined by the regulators not one attorney.You'll also find that a broker or investors who have problems in a deal will put any straw man in a bind quickly if they can not cure the problem quickly.

Banks that operate in a few counties... if you have cash to offer, they will listen.