OPINION OF GOODWIN, PROCTER & HOAR LLP
Published on June 4, 1998
EXHIBIT 5.1
June 4, 1998
Bay Apartment Communities, Inc.
4340 Stevens Creek Boulevard, Suite 275
San Jose, CA 95129
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Bay Apartment
Communities, Inc., a Maryland corporation (the "Company"), in connection with
the registration on Form S-8, pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), of 2,650,084 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock") and an equal number
of associated rights ("Rights") to purchase, under certain circumstances, one
one-thousandth of a share of the Company's Series E Junior Participating
Cumulative Preferred Stock, par value $.01 per share, which may be issued
pursuant to the Avalon Bay Communities, Inc. - 1994 Stock Incentive Plan, as
amended and restated (the "Plan").
In connection with rendering this opinion, we have examined the Articles of
Incorporation and the Bylaws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we deemed material; the
registration statement on Form S-8 under the Securities Act relating to the
Shares and associated Rights (the "Registration Statement"); the Plan, the Plan
Information Statement and the Enrollment Form to be used in connection
therewith; and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Maryland General Corporation Law.
Based upon the foregoing, we are of the opinion that, upon issuance of the
Shares in accordance with the terms of the Plan and the receipt of full
consideration therefor, such Shares will be validly issued, fully paid and non-
assessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities, as to which we express no opinion.
Bay Apartment Communities, Inc.
June 4, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP