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                                                                     EXHIBIT 8.1


                         [LATHAM & WATKINS LETTERHEAD]





                                  June 24, 1998




AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111

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

      Re:      Registration Statement on Form S-11 of AMB Property Corporation 
               and AMB Property,  L.P.; Federal Income Tax Considerations


Ladies and Gentlemen:

                  We have acted as tax counsel to AMB Property, L.P., a Delaware
limited partnership (the "Operating Partnership") of which AMB Property
Corporation, a Maryland corporation (the "Company"), is the sole general
partner, and the Company in connection with the sale by the Operating
Partnership of up to $400,000,000 aggregate principal amount of Notes due 2008,
Notes due 2018, and Reset Put Securities due 2015--Putable/Callable 2005 (the
"REPS"), pursuant to a registration statement on Form S-11, filed with the
Securities and Exchange Commission on April 2, 1998 (file number 333-49163) by
the Company and the Operating Partnership (as amended as of the date hereof and
including each document incorporated by reference therein, the "Registration
Statement").


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


                  You have requested our opinion concerning certain of the
Federal income tax consequences to the purchasers of the securities described
above in connection with the sale described above. This opinion is based on
various facts and assumptions, including the facts set forth in the Registration
Statement concerning the business, properties and governing documents of the
Company, the Operating Partnership, and their subsidiaries.

                  In our capacity as tax counsel to the Operating Partnership,
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 other instruments as we
have deemed necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies.

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

                  Based on such facts, assumptions and representations, it is
our opinion that the information in the Registration Statement set forth under
the caption "Material Federal Income Tax Considerations Relating To The REPS,"
to the extent that such information constitutes matters of law, summaries of
legal matters or legal conclusions, is an accurate summary of the material
federal income tax consequences of the Offering to the Beneficial Owners of the
REPS (as such terms are defined in the Registration Statement), and we hereby
confirm the opinions set forth therein. No opinion is expressed as to any matter
not discussed herein.

                  This opinion is rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the Registration Statement may
affect the conclusions stated herein.


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


                  This opinion is rendered to you, and is for your use in
connection with the transactions set forth in the Registration Statement. This
opinion may not be relied upon by you for any other purpose, or furnished to,
quoted to, or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.


                                              Very truly yours,


                                              /s/ LATHAM & WATKINS
