OPINION OF GOODWIN,PROCTER & HOAR LLP, RE LEGALITY
Published on November 22, 1996
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 583-1231
November 22, 1996
Bay Apartment Communities, Inc.
4340 Stevens Creek Blvd., Suite 275
San Jose, CA 95129
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 1,000,000
shares of common stock, $.01 par value (the "Common Stock"), of Bay Apartment
Communities, Inc., a Maryland corporation (the "Company"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (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 proceedings of the Company as we deemed material; a registration
statement on Form S-3 under the Securities Act relating to the Common Stock (the
"Registration Statement") and the prospectus relating to the Common Stock
contained therein (the "Prospectus"), the Plan 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, when the Common Stock
has been issued and paid for in accordance with the terms of the Plan, the
Common Stock will be legally issued, fully paid and nonassessable.
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.
November 22, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
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GOODWIN, PROCTER & HOAR LLP