OPINION OF WACHTELL,LIPTON,ROSEN & KATZ

EXHIBIT 8.2

May 4, 1998

Avalon Properties, Inc.
2900 Eisenhower Avenue 3rd Floor
Alexandria, Virginia 22314

Ladies/Gentlemen:

Reference is made to the Registration Statement on Form S-4 (the
"Registration Statement") of Bay Apartment Communities, Inc., a Maryland
corporation ("Bay"), relating to the merger of Avalon Properties, Inc., a
Maryland corporation ("Avalon"), with and into Bay.

We have participated in the preparation of the discussion set forth under
the caption "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS--Tax Consequences of the
Merger" in the Registration Statement. In our opinion, such discussion, insofar
as it relates to the United States Federal income tax consequences of the Merger
under currently applicable law, is accurate in all material respects. Any
capitalized term used and not defined herein shall have the meaning given to it
in the Registration Statement, the Joint Proxy Statement of Avalon and Bay
(which forms a part of the Registration Statement), or the appendices thereto.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references to us in the Joint Proxy Statement. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,


/s/ Wachtell, Lipton, Rosen & Katz