OPINION OF MILES & STOCKBRIDGE P.C.

EXHIBIT 5.1


May 4, 1998



Bay Apartment Communities, Inc.
4340 Stevens Creek Boulevard
Bethesda, Maryland 20817

Re: Registration Statement
on Form S-4
----------------------

Ladies and Gentlemen:

We have acted as special Maryland counsel to Bay Apartment Communities,
Inc., a Maryland corporation (the "Corporation"), in connection with certain
matters relating to the filing of a Registration Statement on Form S-4 (as
amended, the "Registration Statement") for the registration of up to 34,892,379
shares of Common Stock, par value $.01 per share (the "Common Stock"), 4,445,000
shares of Series F Preferred Stock, par value $.01 per share (the "Series F
Stock"), and 4,300,000 shares of Series G Preferred Stock, par value $.01 per
share (the "Series G Stock"), of the Corporation under the Securities Act of
1933, as amended (the "Act"). In this capacity, we have reviewed the Charter of
the Corporation as certified by the State Department of Assessments and Taxation
of the State of Maryland, the Registration Statement, including the exhibits
thereto, the corporate proceedings of the Board of Directors relating to the
authorization of the issuance of the Common Stock, the Series F Stock and the
Series G Stock and the merger of Avalon Properties, Inc., a Maryland corporation
("Avalon"), with and into the Corporation (the "Merger"), and such certificates
and other documents as we deemed necessary or advisable for the purpose of
giving the opinion contained herein. The Common Stock, Series F Stock and Series
G Stock are collectively referred to in this letter as the "Stock."

Based on the foregoing, we are of the opinion that, upon approval of the
Merger and the matters and transactions contemplated by the Agreement and Plan
of Merger dated as of March 9, 1998, by and between the Corporation and Avalon
(as amended from time to time, the "Merger Agreement") by the stockholders of
the Corporation and Avalon in accordance with the terms and conditions set forth
in the Registration Statement, including but not limited to the terms and
conditions of the Merger Agreement


Bay Apartment Communities, Inc.
May 4, 1998
Page 2


attached to the Joint Proxy Statement/Prospectus included in the Registration
Statement as Annex A, the filing of Articles of Merger with the State Department
of Assessments and Taxation of the State of Maryland that include the amended
and restated Charter of the Corporation contemplated by the Registration
Statement, and issuance and delivery of the Stock to the stockholders of Avalon
pursuant to the Merger, the Stock will be duly authorized validly issued, fully
paid and non-assessable.

The opinion expressed in this letter is limited to the matters set forth
herein, and no other opinions should be inferred beyond the matters expressly
stated. This letter and the opinion expressed herein are being furnished to you
for your benefit and may not be circulated, quoted from or otherwise referred to
by any other person or for any other purpose without our prior written consent.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Joint Proxy Statement/Prospectus contained therein. 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 Act or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

Miles & Stockbridge P.C.


By: /s/ Glenn C. Campbell
_________________________
Principal