OPINION OF GOODWIN, PROCTER & HOAR LLP (LEGALITY)

EXHIBIT 5.1

Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
(617) 570-1057

August 7, 1998

Avalon Bay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, VA 22314

Re: Legality of Securities to be Registered
under Registration Statement on Form S-3


Ladies and Gentlemen:

This opinion is delivered in our capacity as counsel to Avalon Bay
Communities, Inc., a Maryland corporation (the "Company"), in connection with
the Company's registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, which relates to the sale from time to
time of an indeterminate amount of debt securities ("Debt Securities"), shares
of preferred stock, par value $.01 per share ("Preferred Stock"), shares of
common stock, par value $.01 per share ("Common Stock"), and the rights (the
"Rights") to purchase shares of Series E Junior Participating Cumulative
Preferred Stock, par value $.01 per share, which are attached to all shares of
Common Stock, or any combination of Debt Securities, Preferred Stock and
Common Stock and the associated Rights (collectively, the "Securities"),
having a maximum aggregate public offering price of $750,000,000. The
Registration Statement provides that the Securities may be offered separately
or together, in separate series, in amounts, at prices and on terms to be set
forth in one or more prospectus supplements (each a "Prospectus Supplement")
to the prospectus contained in the Registration Statement.

We have examined the charter of the Company, as amended and on file with the
Maryland State Department of Assessments and Taxation, the bylaws of the
Company, as amended, such records of corporate proceedings of the Company as
we have deemed appropriate for the purposes of this opinion, the Registration
Statement and the exhibits thereto.

Based upon the foregoing, we are of the opinion that (i) when the Securities
are specifically authorized for issuance by the Company's Board of Directors
or an authorized committee thereof (the "Authorizing Resolution"), (ii) upon
receipt by the Company of the full consideration therefor as provided in the
Authorizing Resolution and (iii) upon the issuance of the Securities as
described in the Registration Statement and a Prospectus Supplement that is
consistent with the Authorizing Resolution, the Securities will be legally
issued, fully paid and nonassessable.

We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the
caption "Legal Matters" and to the inclusion of this opinion as an exhibit to
the Registration Statement.

Very truly yours,

/s/ Goodwin, Procter & Hoar LLP

GOODWIN, PROCTER & HOAR LLP