Exhibit 5

                  [Letterhead of Mayer, Brown, Rowe & Maw]

                                May 31, 2002

AMLI Residential Properties Trust
125 South Wacker Drive, Suite 3100
Chicago, Illinois   60606

     Re:  Registration Statement on Form S-8 AMLI Residential Properties
          2002 Trustee Share Compensation Plan

Ladies and Gentlemen:

     We have acted as counsel to AMLI Residential Properties Trust, a
Maryland real estate investment trust (the "Company") in connection with
the proceedings (the "Company Proceedings") taken and to be taken to the
registration by the Company of an aggregate 30,000 of its common shares of
beneficial interest and related preferred share purchase rights
(collectively, the "Common Shares"), with the Securities and Exchange
Commission (the "SEC") in connection with the Company's 2002 Trustee Share
Compensation Plan (the "Plan"). We have also participated in the
preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration
Statement") relating to the Common Shares.

     As counsel to the Company, we have examined originals or copies
certified to our satisfaction of the Company's Amended and Restated
Declaration of Trust, as supplemented, and Amended and Restated Bylaws,
resolutions of the Board of Trustees and such other Company records,
instruments, certificates and documents and such questions of law as we
considered necessary or appropriate to enable us to express this opinion.
As to certain facts material to our opinion, we have relied, to the extent
we deem such reliance proper, upon certificates of public officials and
officers of the Company. In rendering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of
photostatic copies.

     Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth above, we are of the opinion that,
upon completion of the Company Proceedings, the Common Shares, when issued
and delivered in accordance with the Company Proceedings and the Plan, will
have been validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                         Very truly yours,

                                        /s/ MAYER, BROWN, ROWE & MAW