OPINION OF GOODWIN, PROCTER & HOAR, LLP

EXHIBIT 5.1


GOODWIN, PROCTER & HOAR LLP

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881

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




November 15, 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 furnished in connection with the registration on Form S-3
(the "Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of 953,122 additional shares of common stock,
par value $.01 per share ("Common Stock"), of Bay Apartment Communities, Inc., a
Maryland corporation (the "Company"), consisting of (i) 298,577 shares of Common
Stock (the "Redemption Shares") that may be issued by the Company if, and to the
extent that, holders of units of limited partnership interest ("Units") in Bay
Countrybrook L.P., a Delaware limited partnership (the "Operating Partnership"),
tender such Units to the Operating Partnership for redemption and the Company
exercises its contractual right to acquire such tendered Units for Redemption
Shares; and (ii) 654,545 shares of Common Stock (the "Original Shares" and,
together with the Redemption Shares, the "Registered Shares") to be sold for the
respective accounts of certain stockholders of the Company (the "Selling
Stockholders").

In connection with rendering this opinion, 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; the Agreement of Limited Partnership of the Operating Partnership, as
amended to the date hereof (the "Partnership Agreement"); such records of the
corporate proceedings of the Company as we deemed material; the Registration
Statement and the exhibits thereto; and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as certified, photostatic or facsimile copies, the authenticity
of the originals of such copies and the authenticity of telephonic confirmations
of public officials and others. As to facts material to our opinion, we have
relied upon certificates or telephonic confirmations of public officials




GOODWIN, PROCTER & HOAR LLP



Bay Apartment Communities, Inc.

November 15, 1996

Page 2



and certificates, documents, statements and other information of the Company or
representatives or officers thereof.

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, and also express no opinion with respect to the blue sky or securities laws
of any state, including Maryland.

Based upon the foregoing, we are of the opinion that under the Maryland
General Corporation Law, pursuant to which the Company was incorporated:

(1) When the Registration Statement relating to the Registered Shares has
become effective under the Securities Act and Redemption Shares have been duly
issued and exchanged for Units tendered to the Operating Partnership for
redemption in accordance with the provisions of the Partnership Agreement
described in the Registration Statement, such Redemption Shares will be validly
issued, fully paid and nonassessable.

(2) The Original Shares being registered for the respective accounts of
the Selling Stockholders have been validly issued and are fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Legal Matters" in the Prospectus which is a part of such
Registration Statement.

Very truly yours,

/s/ Goodwin, Procter & Hoar LLP

GOODWIN, PROCTER & HOAR LLP