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) 583-1231

November 21, 1996

Bay Apartments Communities, Inc.
4340 Stevens Creek 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,
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 the
Company, pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). 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
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 Statements continue to be true. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such terms in the
Registration Statements. In addition, we have relied on certain additional facts
and assumptions described below.

In redering 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 21, 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 the 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; and 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 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