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                                                                     EXHIBIT 5.1

                         [LATHAM & WATKINS LETTERHEAD]



                                  June 24, 1998







AMB Property, L.P.
AMB Property Corporation
505 Montgomery Street
San Francisco, California  94111

           Re:      Registration Statement on Form S-11 in connection with the
                    issuance of $400,000,000 Aggregate Principal Amount of Debt
                    Securities of AMB Property, L.P. (File No. 333-49163)

Ladies and Gentlemen:

                  We have acted as special counsel to AMB Property, L.P., a
Delaware limited partnership (the "Operating Partnership"), and AMB Property
Corporation, a Maryland corporation (the "Corporation" and together with the
Operating Partnership, the "Registrants") in connection with the registration by
the Registrants under the Securities Act of 1933, as amended, of $400,000,000
aggregate principal amount of debt securities of the Operating Partnership (the
"Securities"), guaranteed by the Corporation (the "Guarantees") on a Form S-11
Registration Statement, dated April 2, 1998 (File No. 333-49163), as amended
(the "Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission"). We also have examined the draft indenture between
AMB Property, L.P. (the "Operating Partnership"), AMB Property Corporation, a
Maryland corporation, and State Street Bank and Trust Company of California,
N.A., as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture, Second Supplemental Indenture and Third Supplemental Indenture
thereto (collectively, the "Indenture"), drafts of which have been filed as
exhibits to the Registration Statement.

                  In our capacity as your special counsel in connection with
such registration, we are familiar with the proceedings taken and proposed to be
taken by the Operating Partnership and the Corporation in connection with the
authorization and issuance of the Securities and, for 

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AMB Property, L.P.
AMB Property Corporation
June 24, 1998
Page 2


the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law. In addition, we have assumed that the
Operating Partnership is a partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware, with full power and
authority to execute, deliver and perform its obligations under the Securities
and the Indenture, and that the Corporation is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Maryland,
with full power and authority to execute, deliver and perform its obligations
under the Guarantees and the Indenture. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.

                  We are opining herein as to the effect on the subject
transaction only of the internal laws of the State of New York and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or as to any matters of municipal law or the laws
of any other local agencies within any state.

                  In our examination, 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 all documents submitted to us
as copies.

                  Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:

                  1. Upon establishment by the Corporation, in its capacity as
general partner of the Operating Partnership (the "General Partner"), of the
terms, conditions and provisions of the Securities and assuming the due
authorization by the General Partner of the Securities for issuance at a minimum
price or value of consideration to be set by the General Partner, the Securities
will have been duly authorized by the Operating Partnership, and, assuming the
authorization, execution and delivery of the Indenture by all of the parties
thereto in the form filed as an exhibit to the Registration Statement, and when
duly authenticated by the Trustee and duly executed and delivered on behalf of
the Operating Partnership against payment therefor in accordance with the terms
and provisions of the Indenture and as contemplated by the Registration
Statement, the Securities will constitute valid and binding obligations of the
Operating Partnership, enforceable against the Operating Partnership in
accordance with their terms.

                  2. Upon the authorization, execution and delivery of the
Indenture by all of the parties thereto in the form filed as an exhibit to the
Registration Statement, and when the Securities have been duly authenticated by
the Trustee and duly executed and delivered on behalf of the Operating
Partnership against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement, the
Guarantees 


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AMB Property, L.P.
AMB Property Corporation
June 24, 1998
Page 3

will constitute valid and binding obligations of the Corporation, enforceable
against the Corporation in accordance with their terms.

                  The opinions rendered above are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought; (iii) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 5.14 of
the Indenture; and (iv) we express no opinion with respect to whether
acceleration of the Securities any affect the collectibility of that portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

                  To the extent that the obligations of the Operating
Partnership and the Corporation under the Indenture may be dependent upon such
matters, we assume for purposes of this opinion that the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the Indenture; that the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the legally
valid and binding obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as a trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.

                  We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.

                                         Very truly yours,



                                         /s/ LATHAM & WATKINS



