April 14, 1999


     Vinings Investment Properties Trust
     3111 Paces Mill Road
     Suite A-200
     Atlanta, GA 30339

              Re:     Legality of Securities to be Registered Under
                      Registration Statement on Form S-8             

     Ladies and Gentlemen:

              This  opinion  is  furnished  in  connection  with the filing of a
     Registration Statement on Form S-8 (the "Registration Statement"), pursuant
     to the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  of
     134,305  shares (the  "Shares") of  beneficial  interest,  no par value per
     share  (the   "Stock"),   of  Vinings   Investment   Properties   Trust,  a
     Massachusetts business trust (the "Trust").

              In connection  with rendering  this opinion,  we have examined the
     Trust's  Second  Amended  and  Restated  Declaration  of Trust  dated as of
     February 15, 1985,  as amended by Amendment No. 1 thereto dated as of March
     13, 1996 and as further amended by Amendment No. 2 thereto dated as of June
     25, 1996, in each case filed with the Secretary of the  Commonwealth of The
     Commonwealth  of  Massachusetts;  the Amended and  Restated  By-Laws of the
     Trust dated as of January 15, 1985; such records of the trustee proceedings
     of the Trust as we deem  appropriate for the purposes of this opinion;  the
     Registration  Statement;  and the Vinings Investment  Properties Trust 1997
     Stock Option and Incentive Plan (the "Plan").  In our examination,  we have
     assumed the  genuineness of all  signatures,  the legal capacity of natural
     persons,  the  authenticity of all documents  submitted to us as certified,
     photostatic or facsimile copies,  the authenticity of the originals of such
     copies and the authenticity of telephonic confirmations of public officials
     and  others.  As to facts  material  to our  opinion,  we have  relied upon
     certificates   or  telephonic   confirmations   of  public   officials  and
     certificates,  documents,  statements and other information of the Trust or
     representatives or officers thereof.

              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
     laws of The Commonwealth of Massachusetts.

              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  and  all  applicable  Trustee  approvals,  such  Shares  will be duly
     authorized, validly issued, fully paid and non-assessable.

              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.

              We hereby  consent to the filing of this  opinion as an exhibit to
     the Registration Statement.

     Very truly yours,

     /s/ Goodwin, Procter & Hoar LLP

     GOODWIN, PROCTER & HOAR LLP