


                                    Exhibit 5

                           OPINION REGARDING LEGALITY

                       BERLINER, CORCORAN & ROWE, L.L.P.
                                ATTORNEYS-AT-LAW
                         1101 SEVENTEENTH STREET, N.W.
                                   SUITE 1100
                          WASHINGTON, D.C. 20036-4798
                  TELEPHONE (202) 293-5555 FAX (202) 293-9035
                             E-mail BCR@BCR-DC.COM


                               September 28, 1999



Acadia Realty Trust
20 Soundview Marketplace
Port Washington, New York  11050

          Re:  Acadia Realty Trust Registration of 1999 Share Incentive Plan on
               Form S-8

Ladies and Gentlemen:

     We have acted as special counsel for Acadia Realty Trust, a Maryland real
estate investment trust (the "Trust"), in connection with the preparation and
filing of a registration statement on Form S-8 (the "Registration Statement")
for the Trust's 1999 Share Incentive Plan ("Plan").  Pursuant to the
Registration Statement, the Trust may initially issue up to an aggregate of
2,928,269 shares (the "Shares") of its Common Shares of Beneficial Interest, par
value $.001 per share ("Common Shares").  This opinion is being furnished to you
as a supporting document for such Registration Statement.

     In this connection we have examined and considered the original or copies,
certified or otherwise identified to our satisfaction, of the following:

         (i) The Delaration of Trust, including all amendments thereto, of the
Trust, as in effect on the date hereof;

         (ii) The By-Laws of the Trust, including all amendments thereto, as in
effect on the date hereof;

         (iii) The Notice of the 1999 Annual Meeting ("Notice") and Proxy
Statement mailed to holders of shares of the Trust noticing an annual meeting of
holders of shares of the Trust ("Annual Meeting") and describing the actions to
be voted on at such meeting, including approval of the Plan;

         (iv) Resolutions of the Trustees of the Trust, adopted pursuant to
Unanimous Written Consent of the Trustees on February 4, 1999 and August 23,
1999, approving the Plan;

         (v) The Registration Statement filed with the Securities and Exchange
Commission with respect to the Shares issuable upon exercise of options granted
under the Plan; and

        (vi) Certificate of the Secretary of the Trust dated September 28, 1999.

     In addition, we have obtained from public officials, officers and other
representatives of the Trust, and others such certificates, documents and
assurances as we considered necessary or appropriate for purposes of rendering
this opinion.  In our examination of the documents listed in (i)-(iv) above and
the other certificates and documents referred to herein, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures on
documents not executed in our presence and facsimile or photostatic copies of
which we reviewed, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents.  Without limiting the generality of the foregoing we have
relied upon the representations of the Trust as to the accuracy and completeness
of (i) the Declaration of Trust and the By-laws of the Trust; (ii) the Plan;
(iii) the Registration Statement; and (iv) the representations of the Trust that
(a) the resolutions of the Trustees, dated February 4, 1999 and August 23, 1999,
approving, among other things, the Plan, filing the Registration Statement, and
reserving the Shares, and (b) the By-laws of the Trust have not been rescinded,
modified or revoked.

     Based upon the assumptions, qualifications and limitations set forth
herein, and relying upon the statements of fact contained in the documents that
we have examined, we are of the opinion, as of the date hereof, that when
options have been exercised as contemplated by the Plan, consideration has been
paid for the Shares underlying the options as contemplated by the Plan, and the
Registration Statement shall have become effective, the Shares will constitute
legally issued, fully paid and nonassessable, and valid and binding obligations
of the Trust.

     In addition to the assumptions set forth above, the opinions set forth
herein are also subject to the following qualifications and limitations:

         (a) The opinions expressed in this letter are based upon the assumption
that the Trust will keep the Registration Statement effective and that any
Shares issued upon the exercise of options will be issued only at a time when
the Registration Statement is effective.

         (b) The opinions expressed in this letter are specifically limited to
the matters set forth in this letter and no other opinions should be inferred
beyond the matters expressly stated herein.

         (c) The opinions expressed in this letter are based on the laws of the
jurisdictions referred to in the next paragraph as they may be in effect on the
date hereof and we assume no obligation to supplement this opinion if any
applicable laws change after the date hereof.

     The opinions herein expressed are limited in all respects solely to matters
governed by the internal laws of the State of Maryland, and the federal laws of
the United States of America, insofar as each may be applicable.  We express no
opinion herein with respect to matters of local, county or municipal law, or
with respect to the laws, regulations, or ordinances of local agencies within
any state.  Subject to the foregoing, any reference herein to "law" means
applicable constitutions, statutes, regulations and judicial decisions.  To the
extent that this opinion relates to the laws of the State of Maryland, it is
based upon the opinion of members of this firm who are members of the bar of
that State.

     This opinion letter is rendered solely to you in connection with the above
referenced matter and may not be relied upon by you for any other purpose or
delivered to, or quoted or relied upon by, any other person without our prior
written consent.  This opinion letter is rendered as of the date hereof, and we
assume no obligation to advise you of any facts, circumstances, events or
developments that may be brought to our attention in the future, which facts,
circumstances, events or developments may alter, affect or modify the opinions
or beliefs expressed herein.

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

                                   Very truly yours,


                                   /s/ Berliner, Corcoran & Rowe, L.L.P.

