[LATHAM & WATKINS LETTERHEAD]


                                December 4, 2001




AMB Property Corporation
Pier 1, Bay 1
San Francisco, California 94111

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

Ladies and Gentlemen:

        We have acted as tax counsel to AMB Property Corporation, a Maryland
corporation (the "Company"), in connection with registration statement no.
333-73718 filed with the Securities and Exchange Commission (the "Commission")
on Form S-3 (as amended, and together with all exhibits thereto and documents
incorporated by reference therein, the "Registration Statement").

        You have requested our opinion concerning the statements in the
Registration Statement under the caption "Material Federal Income Tax
Considerations." This opinion is based on various facts and assumptions,
including the facts set forth in the Registration Statement concerning the
business, assets and governing documents of the Company, AMB Property, L.P., a
Delaware limited partnership (the "Operating Partnership"), and their
subsidiaries. We have also been furnished with, and with your consent have
relied upon, certain representations made by the Company, the Operating
Partnership and their subsidiaries with respect to certain factual matters
through a certificate of an officer of the Company (the "Officer's
Certificate").

        In our capacity as tax counsel to the Company, 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. For the purposes of our opinion, we
have not made an independent investigation or audit of the facts set forth in
the above referenced documents or in the Officer's Certificate. In addition, in
rendering this opinion we have assumed the truth and accuracy of all
representations and statements made to us which are qualified as to knowledge or
belief, without regard to such qualification. In our examination, 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


Latham & Watkins

AMB Property Corporation
December 4, 2001
Page 2



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 within any state.

        Based on such facts, assumptions, and representations, it is our opinion
that the statements in the Registration Statement set forth under the caption
"Material Federal Income Tax Considerations," insofar as they purport to
describe or summarize certain provisions of the agreements, statutes or
regulations referred to therein, are accurate descriptions or summaries in all
material respects.

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

        This opinion is 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 Officer's
Certificate may affect the conclusions stated herein. Moreover, the Company's
qualification and taxation as a real estate investment trust depends upon the
Company's ability to meet, through actual annual operating results, asset
composition, distribution levels and diversity of stock ownership, the various
qualification tests imposed under the Internal Revenue Code, the results of
which have not been and will not be reviewed by Latham & Watkins. Accordingly,
no assurance can be given that the actual results of the Company's operation for
any particular taxable year will satisfy such requirements.

        This opinion is rendered only 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. In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the rules
or regulations of the Commission promulgated thereunder. 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