PERSONAL AND CONFIDENTIAL
-------------------------


September 19, 2001


Board of Directors
Charles E. Smith Residential Realty, Inc.
2345 Crystal Drive
Crystal City
Arlington, VA 22202


Re:  Amendment No. 3 to Registration Statement (File No. 333-63734) of
     Archstone-Smith Trust


Ladies and Gentlemen:

Reference is made to our letter, dated May 31, 2001, confirming our oral
opinion, dated as of May 3, 2001, as to the fairness from a financial point of
view to the holders of the outstanding shares of Common Stock, par value $0.01
per share, of Charles E. Smith Residential Realty, Inc. ("Smith Residential") of
the Exchange Ratio (as defined therein) to be received by such holders pursuant
to the Agreement and Plan of Merger, dated as of May 3, 2001 (as amended and
restated as of May 3, 2001), by and among Smith Residential, Charles E. Smith
Residential Realty, L.P., an affiliate of Smith Residential, Archstone
Communities Trust and New Garden Residential Trust.

The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of Smith Residential in connection with its consideration
of the transaction contemplated therein and is not to be used, circulated,
quoted or otherwise referred to for any other purpose, nor is it to be filed
with, included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in accordance with our
prior written consent. We understand that Smith Residential has determined to
include our opinion in the above-referenced Registration Statement.

In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary; Fairness Opinions; Smith Residential," "The Merger;
Smith Residential's Reasons for the Merger; Recommendation of Smith
Residential's Board" and "The Merger; Opinion of Goldman Sachs" and to the
inclusion of the foregoing opinion in the Joint Proxy


Board of Directors
Charles E. Smith Residential Realty, Inc.
September 19, 2001
Page Two






Statement/Prospectus included in the above-referenced Registration Statement.
Notwithstanding the foregoing, it is understood that our consent is being
delivered solely in connection with the filing of the above-referenced version
of the Registration Statement and that our opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it to
be filed with, included in or referred to in whole or in part in any
registration statement (including any subsequent amendments to the above
mentioned Registration Statement), proxy statement or any other document, except
in accordance with our prior written consent. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ GOLDMAN, SACHS & CO.