Exhibit 5.1


GOODWIN PROCTER

October 3, 2002

We hereby consent to the reliance on our opinion dated May 2, 2002 by Paul,
Hastings, Janofsky and Walker LLP, to use of the opinion as an exhibit to
Amendment No. 1 to the Registration Statement of American Mortgage Acceptance
Company on Form S-3/A and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement.


/S/ GOODWIN PROCTER LLP