OPINION OF GOODWIN PROCTER AND HOAR LLP

GOODWIN, PROCTER & HOAR LLP

COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881

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


November 25, 1996



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

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 registration on Form S-8, pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of 1,000,000 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"), which may
be issued pursuant to the Bay Apartment Communities, Inc. - 1996 Non-Qualified
Employee Stock Purchase Plan (the "Plan").

In connection with rendering this opinion, we have examined the Articles of
Incorporation and Bylaws of the Company, each as amended to date; such records
of the corporate proceedings of the Company as we deemed material; the
registration statement on Form S-8 under the Securities Act relating to the
Shares (the "Registration Statement"); the Plan, the Plan Information Statement
and the Enrollment Form to be used in connection therewith; 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 Shares have
been issued and paid for in accordance with the terms of the Plan, such Shares
will be validly issued, fully paid and non-assessable shares of Common Stock.

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.




GOODWIN, PROCTER & HOAR LLP

Bay Apartment Communities, Inc.
November 25, 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 which is a part of the Registration Statement.

Very truly yours,

/s/ Goodwin, Procter & Hoar LLP

GOODWIN, PROCTER & HOAR LLP