EXHIBIT 5.1



                               December 16, 1997



Avalon Properties, Inc.
5904 Richmond Highway
Alexandria, VA   22303

    Re:    Legality of Securities to be Registered Under
           Registration Statement on Form S-3
           ----------------------------------

Ladies and Gentlemen:

    This opinion is delivered in our capacity as counsel to Avalon Properties,
Inc., a Maryland corporation (the "Company"), in connection with the Company's
post-effective amendment to its registration statement on Form S-3 (the
"Registration Statement") to be filed on December 17, 1997 with the Securities
and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933
(the "Securities Act"), relating to an indeterminate amount of Debt Securities,
Preferred Stock, Common Stock and Warrants (as such terms are defined in the
Registration Statement) authorized for issuance under the Company's Amended and
Restated Articles of Incorporation (the "Charter"), with an aggregate public
offering price of up to $400,000,000 (collectively, the "Securities").  The
Registration Statement provides that the Securities may be offered separately or
together, in separate series, in amounts, at prices and on terms to be set forth
in one or more prospectus supplements (each a "Prospectus Supplement") to the
Prospectus contained in the Registration Statement.

    In connection with rendering this opinion, we have examined the Charter of
the Company, as amended to the date hereof and on file with the Maryland State
Department of Assessments and Taxation; the Amended and Restated Bylaws of the
Company; such records of corporate proceedings of the Company as we deem
appropriate for the purposes of this opinion; and the Registration Statement and
the exhibits thereto.

    We express no opinion concerning the laws of any jurisdictions other than
the laws of the United States of America and The Commonwealth of Massachusetts
and the Maryland General Corporation Law.

    Based upon the foregoing, we are of the opinion that, when specifically
authorized for issuance by the Company's Board of Directors or an authorized
committee thereof (the "Authorizing Resolution") and when issued as described in
the Registration Statement and a Prospectus Supplement that is consistent with
the Authorizing Resolution, and upon receipt by the Company of the consideration
provided for in the Authorizing Resolution (which consideration is not less than
the $.01 par value per share in the case of Common Shares or Preferred Shares),
the Securities will be legally issued, fully paid and nonassessable, and in the
case of Debt Securities and Warrants binding obligations 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 being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,

                                        /s/ Goodwin, Procter & Hoar  LLP

                                        Goodwin, Procter & Hoar  LLP