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                               October 20, 1997




Post Apartment Homes, L.P.
3350 Cumberland Circle
Suite 2200
Atlanta, Georgia 30339

        Re:  Post Apartment Homes, L.P. -- $344,000,000 Aggregate Principal
                      Amount of Medium-Term Notes Due Nine Months or More from 
                      Date of Issue

Ladies and Gentlemen:

        We have acted as counsel to Post Apartment Homes, L.P., a Georgia
limited partnership (the "Operating Partnership"), in connection with the
registration under the Securities Act of 1933, as amended, of $344,000,000
aggregate principal amount of Medium-Term Notes due Nine Months or More from
Date of Issue (the "Notes") pursuant to a Prospectus Supplement dated October
20, 1997 (the "Notes Prospectus Supplement"). You have requested our opinion as
to the accuracy of the information contained in the Notes Prospectus Supplement
under the heading "Certain United States Federal Income Tax Considerations."

        Unless otherwise indicated, all terms used herein with initial capital
letters shall have the same meaning as in the Notes Prospectus Supplement.

        In rendering the opinion expressed herein, we have examined such
documents as we have deemed appropriate. In our examination of documents, we
have assumed, with your consent, that all documents submitted to us are
authentic originals, or if submitted as photocopies or telecopies, that they
faithfully reproduce the originals thereof, that all such documents have been
or will be duly executed to the extent required, that all representations and
statements set forth in such documents are true and correct, and that all
obligations imposed by any such documents on the parties thereto have been or
will be performed or satisfied in accordance with their terms. We have also
obtained such additional information and representations as we have deemed
relevant and necessary through consultation with officers of the Company.

        Based upon and subject to the foregoing, we are of the opinion that the
information in the Notes Prospectus Supplement under the heading "Certain
United States Federal Income Tax Considerations" constitutes, in all material
respects, a fair and accurate summary of the material
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United States federal income tax consequences of the purchase, ownership and
disposition of the Notes under current law.

     The opinion expressed herein is based upon the Internal Revenue Code of
1986, as amended, the U.S. Treasury Regulations promulgated thereunder, current
administrative positions of the U.S. Internal Revenue Service, and existing
judicial decisions, any of which could be changed at any time, possibly on a
retroactive basis.  Any such changes could adversely affect the opinion
rendered herein and the tax consequences to the Operating Partnership and the
investors in the Notes.  In addition, as noted above, our opinion is based
solely on the documents that we have examined, the additional information that
we have obtained, and the representations that have been made to us, and cannot
be relied upon if any of the facts contained in such documents or in such
additional information is, or later becomes, inaccurate or if any of the
representations made to us is, or later becomes, inaccurate.  We are not,
however, aware of any facts or circumstances contrary to or inconsistent with
the information, assumptions, and representations upon which we have relied for
purposes of this opinion.

     Finally, our opinion is limited to the tax matters specifically covered
thereby, and we have not been asked to address, nor have we addressed, any
other tax consequences of an investment in the Notes.

                                                Very truly yours,



                                                King & Spalding