1
                                                                     EXHIBIT 5.1


                    [LETTERHEAD] GOODWIN, PROCTER & HOAR LLP


                                October 16, 1996



Gables Residential Trust
2859 Paces Ferry Road
Suite 1450
Atlanta, Georgia 30339

         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 Gables
Residential Trust, a Maryland real estate investment trust (the "Company"), in
connection with the Company's registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (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)
authorized for issuance under the Company's Amended and Restated Declaration of
Trust (the "Declaration of Trust"), with an aggregate public offering price of
up to $300,000,000 (such securities being referred to collectively as 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
Declaration of Trust 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.
   2
Gables Residential Trust
October 16, 1996
Page 2

         Based upon the foregoing, we are of the opinion that, when
specifically authorized for issuance by the Company's Board of Trustees 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