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                                                                       EXHIBIT 5

                 OPINION OF LIDDELL, SAPP, ZIVLEY, HILL & LABOON

            [Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. Letterhead]


                                December 21, 1998


American Industrial Properties REIT
6210 N. Beltline, Suite 170
Irving, Texas 75063

Ladies and Gentlemen:

         We have acted as counsel to American Industrial Properties REIT, a
Texas real estate investment trust (the "Trust"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") filed by the
Trust with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, relating to the issuance of general, unsecured deferred
compensation obligations ("Obligations") pursuant to the Trust's Deferred
Compensation Plan for Non-Employee Trust Managers (the "Plan").

         In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Trust's Declaration of Trust, the Trust's Bylaws and the
Plan. In our examination we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, the authenticity of
originals of such copies and the authenticity of telegraphic or telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Trust or its representatives or officers.

         Based upon the foregoing, we are of the opinion that the Obligations
will be binding, general, unsecured obligations of the Trust.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                Very truly yours,

                                /s/ Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                                LIDDELL, SAPP, ZIVLEY, HILL & LaBOON, L.L.P.