CONSENT OF LAZARD FRERES & CO. LLC
Published on May 5, 1998
Exhibit 23.5
LAZARD FRERES & CO. LLC
30 ROCKEFELLER PLAZA
NEW YORK, N.Y. 10020
-----
TELEPHONE (212) 632-6000 NEW YORK
FACSIMILE (212) 632-6060
April 21, 1998
Avalon Properties Inc.
15 River Road, Suite 210
Wilton, Connecticut 06897
Gentlemen:
We hereby consent to (i) the use of our opinion letter dated March 8, 1998
to the Board of Directors of Avalon Properties, Inc. ("Avalon") included as
Annex E to the Proxy Statement/Prospectus which forms a part of the Registration
Statement on S-4 relating to the proposed merger of Bay Apartment Communities,
Inc. and Avalon and (ii) the references to such opinion in such 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 thereby 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.
LAZARD FRERES & CO. LLC
By: /s/ Matthew J. Lustig
------------------------------
Matthew J. Lustig
Managing Director