EXHIBIT 5.1

                 [Letterhead of Goodwin, Procter & Hoar  LLP]



                               January 26, 1998

Avalon Properties, Inc.
15 River Road
Wilton, Connecticut  06897

     Re:  Legality of $100,000,000 Aggregate Principal Amount of
          6 5/8% Notes due 2005 registered pursuant to
          Registration Statement on Form S-3 (File No. 333-42519)
          -------------------------------------------------------

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
registration statement on Form S-3, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933 (the "Securities Act"), relating to an indeterminate amount of Debt
Securities, Preferred Shares, Common Shares and Warrants (as such terms are
defined in the Registration Statement, and collectively, the "Securities")
authorized for issuance under the Company's Amended and Restated Articles of
Incorporation, with an aggregate public offering price of up to $397,243,562.
The Company has filed a Prospectus Supplement dated January 16, 1998 to the
Prospectus dated December 29, 1997 contained in the Registration Statement with
respect to the issuance and sale of $100,000,000 aggregate principal amount of
its 6 5/8% Notes due 2005 (the "Notes").

     In connection with rendering this opinion, we have examined the Amended and
Restated Articles of Incorporation 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; the Indenture and the First Supplemental Indenture, each dated as of
September 18, 1995, between the Company and Signet Trust Company, as trustee,
and the Second Supplemental Indenture, dated as of December 16, 1997, and the
Third Supplemental Indenture, dated as of January 22, 1998, each between the
Company and The Bank of New York, as successor trustee (collectively, the
"Indenture"); and the Registration Statement and the Prospectus contained
therein, the Prospectus Supplement and the exhibits to the Registration
Statement.

     The opinions expressed below are qualified to the extent that (i) the
validity or

 
Avalon Properties, Inc.
January 26, 1998
Page 2

enforceability of any provision of the Notes and the Indenture or any rights
granted thereunder may be subject to or affected by any bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar law relating to or
affecting the rights of creditors generally, (ii) the remedy of specific
performance or any other equitable remedy may be unavailable in any jurisdiction
or may be withheld as a matter of judicial discretion, and (iii) general
principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, may applied in the exercise of
judicial discretion in construing or enforcing the provisions of any instrument
or document (regardless of whether enforcement is sought in a proceeding in
equity or at law).

     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 the Notes have been
duly authorized, executed and delivered by the Company and, assuming the due
authentication of the Notes in accordance with the terms of the Indenture, when
delivered to and paid for by the several underwriters, will constitute valid and
binding obligations of the Company, entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms.

     The foregoing assumes that all requisite steps will be taken to comply with
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
Company's Current Report on Form 8-K, which is incorporated by reference into
the Registration Statement.

                              Very truly yours,

                              /s/ Goodwin, Procter & Hoar  LLP

                              GOODWIN, PROCTER & HOAR  LLP