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                                                                    EXHIBIT 8.1

                                King & Spalding
                             191 Peachtree Street
                            Atlanta, Georgia 30303


                               February 21, 2001


Post Properties, Inc.
Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327

         Re:      Post Properties, Inc. and Post Apartment Homes, L.P.
                  Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for Post Properties, Inc., a Georgia
corporation (the "Company"), and Post Apartment Homes, L.P., a Georgia limited
partnership (the "Operating Partnership"), in connection with the preparation
of a Registration Statement on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the offering from time to time, as set forth in the
prospectus contained in the Registration Statement (the "Prospectus") and as to
be set forth in one or more supplements to the Prospectus, of (A) the common
stock, par value $.01 per share (the "Common Stock") of the Company, preferred
stock, par value $.01 per share ("Preferred Stock") of the Company, and
depositary shares representing Preferred Stock, in an aggregate amount not to
exceed $287,000,000 and (B) debt securities, in an aggregate principal amount
not to exceed $500,000,000 to be issued by the Operating Partnership.

         The Company and the Operating Partnership have requested our opinion
as to (i) the qualification of the Company as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
the classification, for federal income tax purpose, of the Operating
Partnership and each of the partnerships and limited liability companies in
which the Operating Partnership has, at any time through the date hereof, held
an interest (the "Pass-Through Affiliates"); and (iii) the accuracy of the
information in the Prospectus under the heading "Federal Income Tax
Considerations."

         Unless the context requires otherwise, capitalized terms used in this
opinion letter and not otherwise defined herein shall have the meanings
ascribed to such terms in the Prospectus.
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Post Properties, Inc.
Post Apartment Homes, L.P.
February 21, 2001
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                        FACTS AND ASSUMPTIONS RELIED UPON

         In rendering the opinion expressed herein, we have examined such
documents as we have deemed appropriate, including (but not limited to) the
Registration Statement, including the reports incorporated by reference
therein, the Prospectus, and the analyses of qualifying income prepared by the
Company with the assistance of PricewaterhouseCoopers LLP, the Company's
accounting firm. We have also examined the organizational documents, as
amended, of the following entities: the Company, the Operating Partnership,
Post Development Services Limited Partnership, Addison Circle One, Ltd.,
Addison Circle Two, Ltd., Addison Circle Three, Ltd., P/C First Avenue, LLC,
P/C 89th Street, LLC, P/C Times Square, LLC, Post West Avenue Lofts, L.P., Rice
Lofts, L.P., Villas at Parkway Village, L.P., Post Rice Lofts, LLC, Post Uptown,
LLC, Akard-McKinney Investment Company, LLC, Columbus Management Services, LLC,
Post Aviation, LLC, Greenwood Residential, LLC, Villas GP, LLC, Uptown Denver,
LLC, Post 89th Street, LLC, Post Times Square, LLC, Post 1499 Massachusetts,
LLC, Post West Avenue, LLC, Post Paseo Colorado, LLC, Post Carlyle I, LLC, Post
Services, Inc. and Addison Circle Access, Inc. In our examination of documents,
we have assumed, with your consent, that all documents submitted to us are
authentic originals, or if submitted as photocopies or telecopies, that they
faithfully reproduce the originals thereof, that all such documents have been
or will be duly executed to the extent required, that all representations and
statements set forth in such documents are true and correct, and that all
obligations imposed by any such documents on the parties thereto have been or
will be performed or satisfied in accordance with their terms. We also have
obtained such additional information and representations as we have deemed
relevant and necessary through consultation with officers of the Company and
with PricewaterhouseCoopers LLP, including representations of the Company that
are set forth in a letter to us.


                                    OPINION

         Based upon and subject to the foregoing, we are of the following
opinion:

         (1)  The Company was organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the Code for each
of its taxable years beginning with its taxable year ended December 31, 1993,
and its organization and proposed method of operation should enable it to
continue to meet the requirements for qualification and taxation as a REIT.

         (2)  The Operating Partnership and each Pass-Through Affiliate which
is not 100% beneficially owned by the Operating Partnership are properly
treated as partnerships for federal income tax purposes, and each Pass-Through
Affiliate that is 100% beneficially owned by the Operating Partnership is
disregarded for federal income tax purposes.

         (3)  The discussion contained in the Prospectus under the heading
"Federal Income Tax Considerations" is accurate and fairly summarizes the
federal income tax considerations that are
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Post Properties, Inc.
Post Apartment Homes, L.P.
February 21, 2001
Page 3


likely to be material to a holder of the Common Stock, and, to the extent such
discussion contains statements of law or legal conclusions, such statements and
conclusions are the opinion of King & Spalding.

         The opinion expressed herein is given as of the date hereof and is
based upon the Code, the U.S. Treasury regulations promulgated thereunder,
current administrative positions of the U.S. Internal Revenue Service, and
existing judicial decisions, any of which could be changed at any time, possibly
on a retroactive basis. Any such changes could adversely affect the opinion
rendered herein and the tax consequences to the Company, the Operating
Partnership and the investors in the securities that are described in the
Prospectus. In addition, as noted above, our opinion is based solely on the
documents that we have examined, the additional information that we have
obtained, and the representations that have been made to us, and cannot be
relied upon if any of the facts contained in such documents or in such
additional information is, or later becomes, inaccurate or if any of the
representations made to us is, or later becomes, inaccurate. We are not aware,
however, of any facts or circumstances contrary to or inconsistent with the
information, assumptions, and representations upon which we have relied for
purposes of this opinion. Finally, our opinion is limited to the tax matters
specifically covered thereby, and we have not been asked to address, nor have we
addressed, any other tax matters.

         We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal matters" in the Prospectus.


                                             Very truly yours,



                                             King & Spalding