OPINION OF GOODWIN,PROCTER & HOAR LLP RE TAX

EXHIBIT 8.1


GOODWIN, PROCTER & HOAR LLP

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881

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




November 14, 1996



Bay Apartment Communities, Inc.
4340 Stevens Creed Blvd. - Suite 275
San Jose, CA 95129


Ladies and Gentlemen:


This opinion is delivered to you in our capacity as counsel to Bay
Apartment Communities, Inc. (the "Company") in connection with the registration
of $300,000,000 aggregate market value of the Company's debt securities, common
stock and preferred stock pursuant to a Registration Statement filed on November
8, 1996 with the Securities and Exchange Commission on Form S-3 (File No.
333-15875) (the "Registration Statement"). This opinion relates to the Company's
qualification for federal income tax purposes as a real estate investment trust
(a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), for
taxable years commencing with the Company's taxable year ended December 31,
1994.

We have relied upon the representations of an officer of the Company, a
copy of which is attached hereto, regarding the manner in which the Company has
been and will continue to be owned and operated and the continued accuracy of
such representations through the date of this letter. We assume that the Company
has been and will be operated in accordance with applicable laws and the terms
and conditions of applicable documents, and that the descriptions of the Company
and its investments, and the proposed investments, activities, operations and
governance of the Company set forth in the Registration Statement continue to be
true. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Registration Statement. In addition, we have
relied on certain additional facts and assumptions described below.

In rendering the following opinion, we have examined the Company's Amended
and Restated Articles of Incorporation, the By-Laws of the Company, its federal
income tax returns for the taxable years ended December 31, 1994 and December
31, 1995 on Form 1120-REIT, and such other records, certificates and documents,
each as amended, as we have deemed necessary or appropriate for purposes of
rendering the opinions set forth herein.






GOODWIN, PROCTER & HOAR LLP


Bay Apartment Communities, Inc.
November 14, 1996
Page 2



In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. We have
also assumed, without investigation, that all documents, certificates,
representations, warranties and covenants on which we have relied in rendering
the opinions set forth below and that were given or dated earlier than the date
of this letter continue to remain accurate, insofar as relevant to the opinions
set forth herein, from such earlier date through and including the date of this
letter.

The opinion set forth below is based upon the Code, the Income Tax
Regulations and Procedure and Administration Regulations promulgated thereunder
and existing administrative and judicial interpretations thereof, all as they
exist at the date of this letter. All of the foregoing statutes, regulations and
interpretations are subject to change, in some circumstances with retroactive
effect; any changes to the foregoing authorities might result in modifications
of our opinions contained herein.

Based upon and subject to the foregoing, and provided that the Company
continues to meet the applicable asset composition, source of income,
shareholder diversification, distribution, record keeping and other requirements
of the Code necessary for a corporation to qualify as a REIT, we are of the
opinion that commencing with the taxable year ending December 31, 1994, the form
of organization of the Company and its operations are such as to enable the
Company to qualify as a "real estate investment trust" under the applicable
provisions of the Code.

We express no opinions other than those expressly set forth herein.
Furthermore, the Company's qualification as a REIT will depend on the Company
meeting, in its actual operations, the applicable asset composition, source of
income, shareholder diversification, distribution, record keeping and other
requirements of the Code necessary for a corporation to qualify as a REIT. We
will not review these operations, and no assurance can be given that the actual
operations of the Company and its affiliates will meet these requirements or the
representations made to us with respect thereto. Our opinions are not binding on
the IRS and the IRS may disagree with the opinions contained herein. Except as
specifically discussed above, the opinion expressed herein is based upon the law
as it currently exists. Consequently, future changes in the law may cause the




GOODWIN, PROCTER & HOAR LLP


Bay Apartment Communities, Inc.
November 14, 1996
Page 3


federal income tax treatment of the transactions described herein to be
materially and adversely different from that described above.



Very truly yours,


/s/ GOODWIN, PROCTER & HOAR LLP
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Goodwin, Procter & Hoar LLP