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                                                                     EXHIBIT 5.2

                         [LATHAM & WATKINS LETTERHEAD]



                                December 3, 1998




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

         Re:     $400,000,000 Aggregate Offering Price of Debt Securities of AMB
                 Property, L.P. and $600,000,000 Aggregate Offering Price of
                 Common Stock, Preferred Stock, Depositary Shares and Warrants
                 of AMB Property Corporation

Ladies and Gentlemen:

         In connection with a registration statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), you have requested our opinion with respect to the matters
set forth below.

         You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the sale (i) by AMB Property, L.P., a Delaware
limited partnership (the "Operating Partnership") of up to $400,000,000
aggregate offering price of debt securities of the Operating Partnership (the
"Debt Securities"), which may be guaranteed (the "Guarantees") by AMB Property
Corporation, a Maryland corporation (the "Company") and (ii) by the Company of
up to $600,000,000 aggregate offering price of (a) shares of common stock of the
Company, par value $.01 per share ("Common Stock"); (ii) shares of preferred
stock of the Company, par value $.01 per share ("Preferred Stock"); (iii)
depositary shares evidencing shares of Preferred Stock of the Company



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December 3, 1998
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("Depositary Shares"); and (iv) warrants to purchase shares of Common Stock or
shares of Preferred Stock ("Warrants"). The Debt Securities, Guarantees, Common
Stock, Preferred Stock, Depositary Shares and Warrants are collectively referred
to herein as the "Securities." The Debt Securities will be issued pursuant to an
Indenture among the Operating Partnership, the Company and State Street Bank and
Trust Company of California, N.A., as trustee (the "Trustee"), dated as of June
30, 1998, as supplemented by the First Supplemental Indenture dated as of June
30, 1998, the Second Supplemental Indenture dated as of June 30, 1998 and the
Third Supplemental Indenture dated as of June 30, 1998 and as may be further
supplemented from time to time (the "Indenture").

         In our capacity as your special counsel in connection with the
Registration Statement, we are generally familiar with the proceedings taken and
proposed to be taken by the Operating Partnership and the Company in connection
with the authorization and issuance of the Securities and, for the purposes of
this opinion, have assumed such proceedings will be timely and properly
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law.

         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 all such documents, corporate records and
instruments as we have deemed necessary or appropriate for purposes of this
opinion. 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.

         As to facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or written
statements and representations of officers and directors and other
representatives of the Operating Partnership and the Company and others. In
addition, we have obtained and relied upon such certificates and assurances from
public officials as we have deemed necessary.

         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 agencies within any state.

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

         1. When (a) the Debt Securities have been duly established in
accordance with the terms of the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company, in its capacity as general
partner of the Operating Partnership, of a resolution duly authorizing the
issuance and delivery of the Debt Securities), duly authenticated 



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December 3, 1998
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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
Prospectus and the related Prospectus Supplement(s), and (b) the Registration
Statement and any required post-effective amendments have all become effective
under the Securities Act, and (c) assuming that the terms of the Debt Securities
as executed and delivered are as described in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (d) assuming that the
Debt Securities as executed and delivered do not violate any law applicable to
the Operating Partnership or result in a default under or breach of any
agreement or instrument binding upon the Operating Partnership, and (e) assuming
that the Debt Securities as executed and delivered comply with all requirements
and restrictions, if any, applicable to the Operating Partnership, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Operating Partnership, and (f) assuming that the Debt Securities are then
issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s), the Debt Securities will constitute
valid and legally binding obligations of the Operating Partnership, enforceable
against the Operating Partnership in accordance with their terms.

         2. When (a) the Guarantees and the related Debt Securities have been
duly established in accordance with the terms of the Indenture (including,
without limitation, the adoption by the Board of Directors of the Company of a
resolution duly authorizing the issuance and delivery of (i) the Guarantees by
the Company and (ii) the related Debt Securities by the Operating Partnership),
and (b) the Guarantees have been duly executed and delivered on behalf of the
Company and the related Debt 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 Prospectus and
the related Prospectus Supplement(s), and (c) the Registration Statement and any
required post-effective amendments thereto have all become effective under the
Securities Act, and (d) assuming that the terms of the Guarantees as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), and (e) assuming that the Guarantees as
executed and delivered do not violate any law applicable to the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company, and (f) assuming that the Guarantees as executed and delivered
comply with all requirements and restrictions, if any, applicable to the
Company, whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company, and (g) assuming that the Guarantees are then
issued as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), the Guarantees will constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         3. When (a) the applicable warrant agreement (the "Warrant Agreement")
between the Company and a financial institution identified therein as warrant
agent (each, a "Warrant Agent") has been duly authorized, executed and
delivered, and (b) the Warrants have 


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been duly established in accordance with the terms of the Warrant Agreement and
applicable law, and (c) the Warrants have been duly executed and countersigned
in accordance with the Warrant Agreement relating to such Warrants, and issued
and sold in the form and in the manner contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (d) the
Registration Statement and any required post-effective amendments thereto have
all become effective under the Securities Act, and (e) assuming that the terms
of the Warrants as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (f)
assuming that the Warrants as executed and delivered do not violate any law
applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, and (g) assuming that the
Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (h)
assuming that the Warrants are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Warrants will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms.

         4. When (a) the applicable deposit agreement (the "Deposit Agreement")
has been duly authorized, executed and delivered and (b) the terms of a
particular issuance of Depositary Shares have been duly established in
accordance with the Deposit Agreement and applicable law, and (c) the depositary
receipts (the "Depositary Receipts") evidencing Depositary Shares, in the form
contemplated and authorized by the Deposit Agreement, have been issued by a
depositary (the "Depositary") and duly executed on behalf of the Depositary and
delivered to and paid for by the purchasers thereof in the manner contemplated
by the Registration Statement, the Prospectus, the related Prospectus
Supplement(s) and any registration statement required to be filed under the
Securities Act in respect of the issuance of the Depositary Shares by the
Depositary (the "Depositary Registration Statement"), and (d) the Registration
Statement and any required post-effective amendments thereto and the Depositary
Registration Statement and any required post-effective amendments thereto have
all become effective under the Securities Act, and (e) assuming that the terms
of the Depositary Shares as executed and delivered are as described in the
Registration Statement, the Prospectus, the related Prospectus Supplement(s) and
the Depositary Registration Statement, and (f) all corporate action necessary
for the issuance of such Depositary Shares and the underlying Preferred Stock
has been taken, and (g) assuming that the issuance of the Depositary Shares and
the underlying Preferred Stock do not violate any law applicable to the Company
or result in a default under or breach of any agreement or instrument binding
upon the Company, and (h) assuming that the Depositary Shares and the underlying
Preferred Stock comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (i) assuming that the
Depositary Shares are then issued and sold as contemplated in the Registration
Statement, the Prospectus, the related Prospectus Supplement(s) and the
Depositary Registration Statement, the Depositary Shares will be validly 



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December 3, 1998
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issued and will entitle the holders thereof to the rights specified in the
Depositary Receipts and the Deposit Agreement.

         In rendering the opinions expressed in paragraphs 3 and 4, we have
assumed that the internal laws of the State of New York govern the Warrant
Agreement, the Warrants, the Deposit Agreement, the Depositary Receipts and the
Depositary Shares. We express no opinion concerning the enforceability of the
choice of law provisions in such documents under any law and have not
independently verified and assume no responsibility for differences which may
exist between New York law and the law of any other jurisdiction which may
govern such documents, or the extent to which any such differences may impact
adversely the validity, binding effect or enforceability of the Warrants or the
valid issuance of the Warrants or the Depositary Shares or the rights of the
holders thereof.

         The opinions set forth in paragraphs 1, 2, 3 and 4 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 at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of, or contribution to, a party
with respect to a liability where such indemnification or contribution is
contrary to public policy; (iv) we express no opinion concerning the
enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of the Debt Securities may affect the collectibility of any portion
of the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

         We assume for purposes of this opinion that (i) the Operating
Partnership is a partnership duly formed, validly existing and in good standing
under the laws of the State of Delaware, with full power and authority to issue
and sell the Debt Securities; (ii) the Company 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, the Warrant Agreement, the Warrants, the
Deposit Agreement, the Depositary Receipts and the Depositary Shares; (iii) the
Debt Securities have been duly authorized by all necessary partnership action of
the Operating Partnership and the Guarantees, the Warrants, the Depositary
Shares and the Preferred Stock underlying the Depositary Shares have been duly
authorized by all necessary corporate action by the Company; and (iv) the
Indenture has been duly authorized by all necessary partnership action of the
Operating Partnership and by all necessary corporate action by the Company, has
been duly executed and delivered by the Operating Partnership and the Company
and constitutes the legally valid and binding obligation of the Operating
Partnership and the Company, enforceable against each of them in accordance with
its terms.



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December 3, 1998
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         To the extent that the obligations of the Operating Partnership and the
Company 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.

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

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


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December 3, 1998
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         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

                        
