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



- --------------, 2001
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, GA  30339

Re:      Registration Statement on Form S-8

Ladies and Gentlemen :

     This opinion is delivered in our capacity as counsel to Gables  Residential
Trust, a Maryland real estate investment trust (the "Registrant"), in connection
with the  preparation  and filing with the  Securities  and Exchange  Commission
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  of a
Registration  Statement on Form S-8 (the "Registration  Statement")  relating to
the registration of 50,695 common shares of beneficial interest,  par value $.01
per share (the "Registered Shares"),  which the Registrant may issue pursuant to
certain   restricted  share  award  agreements  (the  "Restricted   Share  Award
Agreements").

     As counsel for the Registrant,  we have examined the  Registrant's  Amended
and Restated  Declaration of Trust, as amended to date, the Registrant's  Second
Amended and Restated Bylaws,  as amended to date, a copy of a form of Restricted
Share Award Agreement, and such records, certificates and other documents of the
Registrant as we have deemed  necessary or appropriate  for the purposes of this
opinion.

     We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion  concerning  the laws of any  jurisdiction  other than the
laws of the United States of America,  The Commonwealth of Massachusetts and the
Maryland General Corporation Law.

     Based on the  foregoing,  we are of the opinion  that upon the issuance and
delivery of the Registered  Shares against  payment  therefor in accordance with
the terms of the Restricted Share Award  Agreements,  the Registered Shares will
be legally issued,  fully paid and non-  assessable  common shares of beneficial
interest of the Registrant.

     The foregoing  assumes 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 inclusion
of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/  GOODWIN PROCTER LLP
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GOODWIN PROCTER LLP