EXHIBIT 5.1
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            [  Letterhead of Mayer, Brown & Platt ]

                      September 21, 2001


The Board of Trustees
AMLI Residential Properties Trust
125 South Wacker Drive
Chicago, Illinois 60606

Ladies and Gentlemen:

     We have acted as counsel to AMLI Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with
the registration by the Company of an aggregate of 569,988 common shares of
beneficial interest of the Company, par value $.01 per share (the
"Shares"), with the Securities and Exchange Commission (the "SEC") for
resale by certain selling shareholders who may obtain the Shares upon
exchange of limited partnership units in AMLI Residential Properties, L.P.
We have also participated in the preparation and filing with the SEC under
the Securities Act of 1933, as amended, of a registration statement on
Form S-3 (the "Registration Statement"), relating to the Shares.

     As special counsel to the Company, we have examined originals or
copies certified to our satisfaction of the Company's Amended and Restated
Declaration of Trust, as amended and supplemented (the "Declaration of
Trust"), and Amended and Restated Bylaws, resolutions of the Company's
Board of Trustees, and such other Company records, instruments,
certificates and documents and such questions of law as we considered
necessary or appropriate to enable us to express this opinion.  As to
certain facts material to our opinion, we have relied, to the extent we
deem such reliance proper, upon certificates of public officials and
officers of the Company.  In rendering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of
photostatic copies.

     Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that,
the Shares have been duly authorized for issuance, and when the Shares are
issued and delivered in accordance with the resolutions authorizing their
issuance, the Shares will be validly issued, fully paid and, except as
described below, nonassessable.

     Our opinion relating to the nonassessability of the Shares does not
pertain to the potential liability of shareholders of the Company for debts
and liabilities of the Company.  Section 5-419 of the Maryland Courts and
Judicial Proceedings Code provides that "a shareholder . . . of a real
estate investment trust . . . is not personally liable for the obligations
of the real estate investment trust."  The Declaration of Trust provides
that no shareholder shall be personally liable in connection with the
Company's property or the affairs of the Company.  The Declaration of Trust
further provides that the Company shall indemnify and hold harmless
shareholders against all claims and liabilities and related reasonable
expenses to which they become subject by virtue of their status as current
or former shareholders.  In addition, we have been advised that the
Company, as a matter of practice, inserts a clause in its business,
management and other contracts that provides that shareholders shall not be
personally liable thereunder.  Accordingly, no personal liability should
attach to the Company's shareholders for contract claims under any contract
containing such a clause where adequate notice is given.  However, with
respect to tort claims, contract claims where shareholder liability is not
so negated, claims for taxes and certain statutory liability, the
shareholders may, in some jurisdictions, be personally liable for such
claims and liabilities.


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     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters".


                                   Very truly yours,

                                   /s/ Mayer, Brown & Platt

                                   MAYER, BROWN & PLATT




























































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