EXHIBIT 8.1

EXHIBIT 8.1



Goodwin Procter LLP
Counsellors at Law
Exchange Place
Boston, MA 02109
T: 617.570.1000
F: 617.523.1231


March 11, 2003



AvalonBay Communities, Inc.
2900 Eisenhower Avenue, Suite 300
Alexandria, Virginia 22314

Ladies and Gentlemen:

This opinion is delivered to you in our capacity as counsel to
AvalonBay Communities, Inc., a Maryland corporation (the "Company"), in
connection with the registration statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), which
relates to the sale from time to time of an indeterminate amount of debt
securities ("Debt Securities"), shares of preferred stock, par value $.01 per
share ("Preferred Stock"), and shares of common stock, par value $.01 per
share ("Common Stock"), or any combination of Debt Securities, Preferred
Stock and Common Stock (collectively, the "Securities"), having a maximum
aggregate public offering price of $750,000,000. The Registration Statement
provides that the Securities may be offered separately or together, in
separate series, in amounts, at prices and on terms to be set forth in one or
more prospectus supplements to the prospectus contained in 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
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 continues to be true. In addition, we have
relied on certain additional facts and assumptions described below.


In rendering the following opinion, we have examined the Company's
articles of incorporation, as amended, the Company's bylaws, as amended, its
federal income tax returns





AvalonBay Communities, Inc.
March 11, 2003
Page 2


for the taxable years ended December 31, 1994, December 31, 1995, December 31,
1996, December 31, 1997, December 31, 1998, December 31, 1999, December 31,
2000, and December 31, 2001, 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.

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 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 Internal Revenue Service and the Internal
Revenue Service may disagree with the opinions contained herein. Except as
specifically discussed above,




AvalonBay Communities, Inc.
March 11, 2003
Page 3


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.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

Goodwin Procter LLP