May 13, 1997
Gables Residential Trust
2859 Paces Ferry Road
Overlook III, Suite 1450
Atlanta, Georgia 30339
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of one million
(1,000,000) common shares of beneficial interest, par value $.01 per share (the
"Shares"), of Gables Residential Trust, a Maryland real estate investment trust
(the "Company").
In connection with rendering this opinion, we have examined the Amended and
Restated Declaration of Trust and the Amended and Restated Bylaws of the
Company; such records of the corporate proceedings of the Company as we deemed
material; a registration statement on Form S-8 under the Securities Act relating
to the Shares (the "Registration Statement"); the Gables Residential Trust
Second Amended and Restated 1994 Share Option and Incentive Plan, as amended;
and such other certificates, receipts, records and documents as we considered
necessary 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 jurisdictions other than the
laws of the United States of America, the Commonwealth of Massachusetts and the
Maryland General Corporation Law.
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 Prospectus, the
Shares will be legally issued, fully paid and nonassessable common shares of
beneficial interest, par value $.01 per share, of the Company.
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