CONSENT OF MORGAN STANLEY & CO. INC.
Published on May 5, 1998
EXHIBIT 23.3
MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
April 16, 1998
Bay Apartment Communities, Inc.
4340 Stevens Creek Blvd.
Suite 275
San Jose, CA 95129
Dear Sirs:
We hereby consent to (i) the use of our opinion letter dated March 9, 1998 to
the Board of Directors of Bay Apartment Communities, Inc. (the "Company")
included as Annex C to the Joint Proxy Statement/Prospectus which forms a part
of the Registration Statement on Form S-4 relating to the proposed merger of the
Company and Avalon Properties, Inc. and (ii) the references to such opinion in
such Joint Proxy Statement/Prospectus. In giving such consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
hereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very Truly Yours,
MORGAN STANLEY & CO. INCORPORATED
BY: /s/ Thomas A. Grier
----------------------------
Thomas A. Grier
Principal