EXHIBIT 8.1



                                  June 24, 1999





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 4,000,000 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").

               In our capacity as such counsel, 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. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon,
AMB Property Corporation
June 24, 1999
Page 2



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 "Certain Federal Income Tax
Considerations," to the extent that it constitutes matters of law, summaries of
legal matters, documents or proceedings, or legal conclusions, has been reviewed
by us and 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.

               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