EXHIBIT 8.1

                                  May 12, 2000

AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111

     Re: AMB Property Corporation
         Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as special counsel to AMB Property Corporation, a Maryland
corporation (the "Company"), in connection with the registration statement on
Form S-3 being filed by the Company on the date hereof with the Securities and
Exchange Commission in connection with the registration, under the Securities
Act of 1933, as amended, of 604,433 shares of the Company's common stock, par
value $.01 per share (together with all exhibits thereto and documents
incorporated by reference therein, the "Registration Statement").

     This opinion is based on various facts and assumptions, including the facts
set forth in the Registration Statement, concerning the business, properties,
and governing documents of the Company and its subsidiaries. We have also been
furnished with, and with your consent have relied upon, certain representations
made by the Company with respect to factual matters through a certificate of an
officer of the Company (the "Officer's Certificate").

     We have made such legal and factual examinations and inquiries, including
an examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and other instruments, as we
have deemed necessary or appropriate for purposes of this opinion. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons
executing such documents and the conformity to authentic original documents of
all documents submitted to us as copies.

     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any state or other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies with any state.

     Based upon such facts, assumptions, and representations, including the
facts set forth in the Registration Statement and the Officer's Certificate, it
is our opinion that the information in the Registration Statement set forth
under the caption "FEDERAL INCOME TAX CONSIDERATIONS," to the extent that it
constitutes matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, is correct in all material respects.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is only being rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement or
the Officer's Certificate may affect the conclusions stated herein.
AMB Property Corporation
May 12, 2000
Page  2

     This opinion is rendered to you and is solely for your benefit in
connection with the Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.

                                          Very truly yours,

                                          /s/ Latham & Watkins

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