Exhibit 23.3


[GRAPHIC OMITTED]
GOODWIN PROCTER                    F. Beirne Lovely          Goodwin Procter LLP
                                   Jr., P.C.                 Counsellors at Law
                                   617.570.1180              Exchange Place
                                   blovely@                  Boston, MA 02109
                                   goodwinprocter.com        T: 617.570.1000
                                                             F: 617.523.1231


May 2, 2002



American Mortgage Acceptance Company
625 Madison Avenue
New York, NY   10022

Gentlemen:

      We are acting as special Massachusetts counsel for American Mortgage
Acceptance Company (formerly known as American Mortgage Investors Trust),
organized as what is commonly known as a Massachusetts business trust (the
"Company").

      For purposes of this letter, we have examined (i) the Second Amended and
Restated Declaration of Trust of the Company dated as of April 6, 1999 (a copy
of which was filed with the Secretary of State of The Commonwealth of
Massachusetts on April 30, 1999), and as subsequently amended by amendments
dated as of June 15, 1999 (a copy of which was filed with the Secretary of State
of The Commonwealth of Massachusetts on June 15, 1999), October 2000 (a copy of
which was filed with the Secretary of State of The Commonwealth of Massachusetts
on October 23, 2000), and February 1, 2001 (a copy of which was filed with the
Secretary of State of The Commonwealth of Massachusetts on April 26, 2000)
(collectively, the "Restated Declaration of Trust"), (ii) the Registration
Statement on Form S-3 (the "Registration Statement") pursuant to the Securities
Act of 1933, as amended (the "Act"), to be filed on or about May 2, 2002,
relating to registration by the Company of common shares of beneficial interest
("Common Shares") and preferred shares of beneficial interest ("Preferred
Shares"); (iii) a Certificate of the Secretary of State of The Commonwealth of
Massachusetts dated February 15, 2002 as to the organization and legal existence
of the Company in Massachusetts; (iv) an executed copy of the Officer's
Certificate dated and delivered to us on May 2, 2002 (the "Officer's
Certificate"), in connection with this opinion, certifying, among other things,
that the authorized capital stock of the Company as of the date hereof is
12,500,000 shares of beneficial interest; (v) the form of the certificate
representing the Common Shares; and (vi) such other documents and records as we
have deemed necessary for purposes of this opinion.

      With your approval, we have relied as to certain matters on information,
certificates and representations obtained from public officials, officers of the
Company and other sources believed by us to be responsible. In particular, with
respect to the opinion expressed in paragraph 1 as to the Company's legal
existence and good standing under the laws of The Commonwealth of Massachusetts,
we have relied solely upon the certificate described in clause (iii) above. In
rendering the opinions expressed herein, we have assumed the genuineness





American Mortgage Acceptance Corporation
May 2, 2002
Page 2


of all signatures (other than the Company, in respect of which we have relied
solely upon the incumbency portions of the Officer's Certificate), the
authenticity of all agreements, documents, instruments and certificates
submitted to us as originals, the conformity with the originals of all
agreements, documents, instruments and certificates submitted to us as copies
and the legal capacity to sign of all individuals executing such agreements,
documents, instruments and certificates, including, without limitation, the
Officer's Certificate (collectively, the "Documents"). As to facts material to
the opinions expressed herein, we have relied without independent investigation
or verification upon, and assumed the accuracy and completeness of, all
statements, representations and warranties contained in the Documents. We have
assumed that there are no oral modifications or written agreements or
understandings which limit, modify or otherwise alter the terms, provisions, and
conditions of, or relate to, any of the Documents or any of the transactions
contemplated thereby.

      We also have assumed that the Company has complied with any order, rule,
regulation or law (other than the laws of The Commonwealth of Massachusetts)
which may be applicable to such party with regard to any aspect of the
transactions contemplated hereby to the extent that any of the opinions
expressed herein would be affected by the failure to so comply.

      We are members of the Bar of The Commonwealth of Massachusetts and our
opinions herein are limited solely to the laws of The Commonwealth of
Massachusetts, and we do not express any opinion as to the laws of the United
States or any other state or jurisdiction. No opinion is expressed as to the
effect that the law of any other jurisdiction might have upon the subject matter
of the opinions expressed herein under conflicts of laws principles or
otherwise. We express no opinion as to any county, municipal, city, town or
village ordinance, rule or regulation. We express no opinion herein with respect
to the application of or compliance with any federal or state securities or blue
sky laws or regulations (including, without limitation, any filing or notice
requirements thereunder), and for purposes of this opinion have assumed
compliance by all parties with such laws and regulations.

      We express no opinion except as expressly set forth in the numbered
paragraphs below and no opinions shall be implied. We express no opinion as to
tax, environmental, antitrust or unfair competition laws or the law of fiduciary
duty, or any of the rules and regulations promulgated thereunder. We express no
opinion as to the consent, approval, authorization, order, registration or
qualification of or with any court, government agency or body other than those
relating to the organization and existence of the Company under the laws of The
Commonwealth of Massachusetts.

Based upon and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that, under the laws of The
Commonwealth of Massachusetts:





American Mortgage Acceptance Corporation
May 2, 2002
Page 3


1.    The Company is duly formed and validly existing under the laws of The
      Commonwealth of Massachusetts pursuant to its Restated Declaration of
      Trust as what is commonly known as a Massachusetts business trust, with
      the power to conduct its business as described in the prospectus
      constituting a part of the Registration Statement.

2.    When issued and sold, and when full payment therefor has been received by
      the Company, as described in the Registration Statement, the Common Shares
      and (when duly authorized and designated as such by the Company's Board of
      Trustees in accordance with the Company's Restated Declaration of Trust)
      the Preferred Shares will, under the laws of The Commonwealth of
      Massachusetts, be duly and validly issued, fully paid and nonassessable by
      the Company.

      We hereby consent to the reliance on this opinion by Paul, Hastings,
Janofsky & Walker LLP, to the use of this opinion as an exhibit to the
Registration Statement and to reference to our firm under the caption "Legal
Matters" in the Registration Statement.

Sincerely,


/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP

cc:   Paul, Hastings, Janofsky & Walker LLP