EXHIBIT 5.1


                               November __, 1997

AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111

     Re:  AMB Property Corporation, a Maryland corporation, (the "Company") -
          Registration Statement on Form S-11 pertaining to Twelve Million
          (12,000,000) shares of common stock, par value one cent ($.01) per
          share (the "Shares")

Ladies and Gentlemen:

     In connection with the registration of the Shares under the Securities Act
of 1933 as amended (the "Act"), by the Company on Form S-11 filed with the
Securities and Exchange Commission (the "Commission") on or about September 18,
1997, as amended (the "Registration Statement"), you have requested our opinion
with respect to the matters set forth below.

     We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings taken and proposed to be taken by the Company in connection
with the authorization, issuance and sale of the Shares, and for purposes of
this opinion have assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have relied upon certificates and
advice from the officers of the Company upon which we believe we are justified
in relying and on various certificates from, and documents recorded with, the
State Department of Assessments and Taxation of Maryland (the "SDAT"),
including the charter of the Corporation (the "Charter"), consisting of
Articles of Incorporation filed with the SDAT on __________________________. 
We have also examined the Bylaws of the Company adopted as of ________________
________, (the "Bylaws") and Resolutions of the Board of Directors of the
Company adopted on or before ___________________________ and in full force and
effect on ____________________________; and such laws, records, documents,
certificates, opinions and instruments as we deem necessary to render this 
opinion.


     

AMB Property Corporation
November __, 1997
Page 2

     We have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument, document
or certificate referred to herein on behalf of any party is duly authorized to
do so. We have also assumed that none of the Shares will be issued or
transferred in violation of the provisions of Section E of Article IV of the
Charter entitled "Restrictions on Ownership and Transfer to Preserve Tax 
Benefits."

     Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, the
Shares have been duly authorized by all necessary corporation action on the
part of the Company, and the Shares will, upon issuance and delivery in
accordance with and subject to the terms and conditions described in the
Registration Statement against payment of the purchase price therefore as
determined by the Board of Directors of the Company or a committee thereof, be
validly issued, fully paid and nonassessable.

     We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal 
Matters."

     The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.

                                      Very truly yours,