EXHIBIT 5.1
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                  [ Mayer, Brown & Platt Letterhead ]



                           November 30, 2001



The Board of Trustees
AMLI Residential Properties Trust
125 South Wacker Drive, Suite 3100
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 800,000 Series D
Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest
of the Company, par value $0.01 per share (the "Preferred Shares"), and
800,000 Common Shares of Beneficial Interest, par value $0.01 per share
(the "Common Shares"), into which the Preferred Shares are convertible, as
set forth in the Form S-3 Registration Statement filed with the Securities
and Exchange Commission on the date hereof (the "Registration Statement").

     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:

     (1)   the Preferred Shares have been duly authorized and validly
           issued and are fully paid and, except as described below,
           nonassessable; and

     (2)   the Common Shares have been duly authorized and, when the
           Common Shares are issued upon conversion of the Preferred
           Shares in accordance with the terms of the Company's
           Declaration of Trust, the Common Shares will be validly
           issued, fully paid and, except as described below,
           nonassessable.

     Our opinion relating to the nonassessability of the Preferred Shares
and the Common 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


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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.

     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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