[Piper Marbury Rudnick & Wolfe LLP Letterhead]





                               September 4, 2001



BRE Properties, Inc.

44 Montgomery Street, 36th Floor

San Francisco, California 94104



     Re:  Registration Statement on Form S-3

          ----------------------------------



Ladies and Gentlemen:



     We have acted as special Maryland counsel to BRE Properties, Inc., a

Maryland corporation (the "Company"), in connection with the registration under

the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a

Registration Statement (the "Registration Statement") on Form S-3 to be filed

with the Securities and Exchange Commission (the "Commission") on August ____,

2001, including the preliminary prospectus included therein (the "Prospectus"),

for offering and sale by the Company from time to time of up to $308,685,000

aggregate initial offering price of Securities (as defined below).  This opinion

is being provided at your request in connection with the filing of the

Registration Statement.



     As used herein, the term "Securities" includes (i) debt securities of the

Company ("Debt Securities"); (ii) shares of common stock of the Company, par

value $0.01 per share ("Common Shares"); and (iii) whole or fractional shares of

preferred stock of the Company, par value $0.01 per share ("Preferred Shares"),

including Preferred Shares that are convertible into Common Shares.  The

Registration Statement provides that the Securities may be offered separately or

together, in separate series, in amounts, at prices, and on terms to be set

forth in one or more supplements to the Prospectus contained in the Registration

Statement (each, a "Prospectus Supplement").



     In rendering the opinion expressed herein, we have reviewed originals or

copies, certified or otherwise identified to our satisfaction, of the following

documents:



          (a)  The Registration Statement, including the Prospectus, in the form

     to be filed with the Commission.

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          (b)  The charter of the Company (the "Charter"), as in effect on the

     date hereof, certified by the Department of Assessments and Taxation of the

     State of Maryland (the "MSDAT"), and bylaws of the Company (the "Bylaws"),

     as amended and restated and in effect on the date hereof, of the Company.



          (c)  Certified resolutions of the Board of Directors of the Company

     relating to the authorization of the filing of the Registration Statement

     and of the Securities.



          (d)  A short-form good standing certificate for the Company, dated a

     recent date, issued by the MSDAT.



          (e)  A Certificate of Secretary of the Company, dated the date hereof

     (the "Certificate"), as to certain factual matters.



          (f)  Such other documents as we have considered necessary to the

     rendering of the opinions expressed below.



     In our examination of the aforesaid documents, we have assumed, without

independent investigation, the genuineness of all signatures, the legal capacity

of all individuals who have executed any of the aforesaid documents, the

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