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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