EXHIBIT 5.1
May 11, 1998
Boston Properties, Inc.
8 Arlington Street
Boston, Massachusetts 02116
Re: Boston Properties, Inc. Registration on Form S-8
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Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 7,611,668 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
Boston Properties, Inc. (the "Company") which may be issued pursuant to the
Boston Properties, Inc. 1997 Stock Option and Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Plan; the Amended and Restated
Certificate of Incorporation and the Amended and Restated By-laws of the
Company, each as amended to date; such records of the corporate proceedings of
the Company as we deemed material; 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 and the Commonwealth of Massachusetts and
the general corporation laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the above-
referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP