OPINION OF GOODWIN,PROCTER & HOAR LLP,TAX MATTERS

Exhibit 8.1

GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881

TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231

May 4, 1998



Bay Apartment Communities, Inc.
4340 Stevens Creek Boulevard, Suite 275
San Jose, California 95129

Ladies/Gentlemen:

We have acted as counsel to Bay Apartment Communities, Inc., a Maryland
corporation ("Bay"), in connection with the proposed merger (the "Merger") of
Avalon Properties, Inc., a Maryland corporation ("Avalon") with and into Bay,
pursuant to the Agreement and Plan of Merger dated as of March 9, 1998, by and
between Bay and Avalon (the "Merger Agreement"). At your request, and pursuant
to Section 7.8 of the Merger Agreement, we are rendering our opinion concerning
certain federal income tax consequences of the Merger. Capitalized terms
contained herein and not otherwise defined herein have the same meanings given
such terms in the Joint Proxy Statement as defined herein.

For purposes of the opinion set forth below, we have reviewed and relied
upon the Merger Agreement, the Joint Proxy Statement/Prospectus (the "Joint
Proxy Statement") of Bay and Avalon included in the Registration Statement filed
by Bay with the Securities and Exchange Commission (the "Registration
Statement") on Form S-4 in connection with the issuance of shares of Bay common
and preferred stock pursuant to the Merger, and such other documents, records
and instruments as we have deemed necessary or appropriate as a basis for our
opinion. In addition, in rendering our opinion we have relied upon certain
statements, representations and warranties made by Bay and Avalon (including,
without limitation, those contained in certain certified representations and in
the Joint Proxy Statement, the Registration Statement and those contained in or
made pursuant to the Merger Agreement), which we have neither investigated nor
verified. We have assumed that such statements, representations and warranties
are true, correct, complete and not breached and will continue to be so through
the date of the Merger (the "Effective Date"), and that no actions that are
inconsistent with such statements, representations and warranties will be taken.
We also have assumed that all representations made "to the best knowledge of"
any person(s) or party(ies) or with similar qualification are and will be true,
correct and complete as if made without such qualification.