EXHIBIT 8.1

Exhibit 8.1

[letterhead of Goodwin, Proctor & Hoar LLP]

September 14, 1999



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 on Form S-3 (the "Registration Statement"),
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of
the sale from time to time of 3,000,000 shares of common stock, par value
$.01 per share (the "Common Stock"), of the Company, pursuant to the Company's
Dividend Reinvestment and Stock Purchase Plan, as amended and restated. 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 for the taxable years ended December 31, 1994,
December 31, 1995, December 31, 1996, and December 31, 1997, 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




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September 14, 1999
Page 2


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 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.

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




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September 14, 1999
Page 3


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 & Hoar LLP

Goodwin, Procter & Hoar LLP