OPINION OF GOODWIN,PROCTER & HOAR LLP RE: LEGALITY

EXHIBIT 5.1



GOODWIN, PROCTER & HOAR

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881


November __, 1996


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

Re: Legality of Securities to be Registered
under Registration Statement on Form S-3
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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 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, relating to an indeterminate amount of debt securities,
shares of preferred stock, $.01 par value, and common stock, $.01 par value,
authorized for issuance under the Company's Articles of Incorporation, as
amended to date, with an aggregate public offering price of up to $300,000,000
(such securities being referred to collectively as the "Securities"). 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 Articles of Incorporation of the Company, as
amended to the date hereof and on file with the Maryland State Department of
Assessments and Taxation, the Bylaws of the Company, such records of corporate
proceedings of the Company as we deem appropriate for the purposes of this
opinion, the Registration Statement and the exhibits thereto.

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



GOODWIN, PROCTER & HOAR LLP


Bay Apartment Communities, Inc.
November __, 1996
Page 2



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,




GOODWIN, PROCTER & HOAR LLP