EX-8

February 25, 1999

Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606

Ladies and Gentlemen:

We have acted as counsel to Equity Residential Properties Trust, Inc., a
Maryland real estate investment trust (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") and the
prospectus included therein (the "Prospectus") filed by the Company with the
Securities and Exchange Commission relating to the possible issuance by the
Company of up to 1,257,837 shares (the "Common Shares") of common stock, par
value $.01 per share, if and to the extent that, the Company elects to issue
the Common Shares to the holders of 1,257,837 units of Limited Partnership
interest ("Units") in ERP Operating Limited Partnership. (the "Operating
Partnership") upon the tender of such Units for redemption. In connection
with the Registration Statement, we have been asked to provide you with our
opinions on certain federal income tax matters. Capitalized terms used in
this letter and not otherwise defined herein have the meanings set forth in
the Registration Statement.

The opinions set forth in this letter are based on relevant provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder (including proposed and temporary Treasury
Regulations), and interpretations of the foregoing as expressed in court
decisions, the legislative history, and existing administrative rulings and
practices of the Internal Revenue Service (including its practices and
policies in issuing private letter rulings, which are not binding on the
Internal Revenue Service except with respect to a taxpayer that receives such
a ruling), all as of the date hereof. These provisions and interpretations
are subject to change, which may or may not be retroactive in effect, that
might result in modifications of our opinions. Our opinions do not foreclose
the possibility of a contrary determination by the Internal Revenue Service
or a court of competent jurisdiction, or of a contrary position by the
Internal Revenue Service or the Treasury Department in regulations or rulings
issued in the future.

In rendering our opinions, we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinions, including the following:

(1) the Registration Statement;

(2) the Prospectus;



Board of Trustees
Equity Residential Properties Trust
February 25, 1999
Page 2

(3) the Second Amended and Restated Declaration of Trust of the Company
as certified by the State Department of Assessments and Taxation of the State
of Maryland on January 22, 1999 and as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in effect;

(5) the Fourth Amended and Restated ERP Operating Limited Partnership
Agreement of Limited Partnership, dated September 30, 1995;

(6) the articles of incorporation, by-laws and stock ownership
information of Equity Residential Properties Management Corp., Equity
Residential Properties Management Corp. II, Equity Residential Properties
Management Corp. III, Wellsford Holly Management, Inc., Evans Withycombe
Management, Inc. and ML Services, Inc. (the "Management Corps."), and
Wellsford Real Properties, Inc. ("WRP Newco"), a company in which the
Operating Partnership owns non-voting preferred stock and a minority of the
common stock;

(7) the partnership agreements or limited liability company agreements
of Equity Residential Properties Management Limited Partnership and Equity
Residential Properties Management Limited Partnership II (collectively, the
"Management Partnerships"), and all other partnerships or limited liability
companies in which the Operating Partnership has an interest, including Evans
Withycombe Residential, L.P. (collectively, the partnerships in which either
the Operating Partnership or Evans Withycombe Residential, L.P. has an
interest, other than the Management Partnerships, may be referred to as the
"Subsidiary Partnerships") other than Subsidiary Partnerships formed after
January 1, 1997 and those acquired in connection with the acquisition of
Merry Land & Investment Company, Inc. ("Merry Land");

(8) the articles of incorporation, by-laws and stock ownership
information of the various "qualified REIT subsidiaries" wholly-owned by the
Company (collectively, the "QRS Corporations");

(9) the Joint Proxy Statement/Prospectus/Information Statement furnished
to the shareholders of the Company on September 14, 1998 in connection with
the acquisition of Merry Land by the Company (the "Proxy Statement"); and

(10) other necessary documents.

The opinions set forth in this letter also are premised on certain
written representations of the Company and the Operating Partnership made to
us, which relate, INTER




Board of Trustees
Equity Residential Properties Trust
February 25, 1999
Page 3

ALIA, to the Company and to EQR and Wellsford as predecessors by merger to
the Company (the "Representation Letter").

In our review, we have assumed, with your consent, that:

(i) All of the representations and statements set forth in the
documents we reviewed (the "Reviewed Documents") are true and correct, any
such representation or statement made as a belief or made "to the knowledge
of" or similarly qualified is correct and accurate without such
qualification, and all of the obligations imposed by any such documents on
the parties thereto have been and will be performed or satisfied in
accordance with their terms.

(ii) The Company, the Operating Partnership, the Management
Partnerships, the Management Corps., the QRS Corporations and the Subsidiary
Partnerships each have been and will continue to be operated in the manner
described in the relevant partnership agreement, limited liability company
agreement, articles of incorporation or other organizational documents and in
the Prospectus;

(iii) There are no agreements or understandings between the Company or
the Operating Partnership, on the one hand, and the owners (or related
parties) of the voting stock of the Management Corps. and WRP Newco, on the
other, that are inconsistent with the Operating Partnership being considered
to be the record or beneficial owner of less than 10% of the outstanding
voting stock of any of the Management Corps. or WRP Newco.

(iv) All signatures to the Reviewed Documents are genuine, all
documents were properly executed, all documents submitted to us as originals
are authentic, all documents submitted to us as copies conform to the
originals, and all original documents from which any copies were made are
authentic.

(v) The Company is a validly organized and duly incorporated real
estate investment trust under the laws of the State of Maryland. The
Management Corps., WRP Newco and the QRS Corporations are validly organized
and duly incorporated corporations under the laws of the states in which they
are incorporated. The Operating Partnership, the Management Partnerships,
and the Subsidiary Partnerships are duly organized and validly existing
partnerships or limited liability companies under the laws of the states in
which they are organized.

For the purpose of our opinions, we have not made an independent
investigation of the facts set forth in the Reviewed Documents. We
consequently have assumed that the



Board of Trustees
Equity Residential Properties Trust
February 25, 1999
Page 4

information presented in such documents (including the Representation Letter
and the Proxy Statement) or otherwise furnished to us accurately and
completely describes all material facts relevant to our opinions. No facts
have come to our attention, however, that would cause us to question the
accuracy and completeness of such facts or documents in a material way. Any
variation or difference in the facts from those set forth in the Reviewed
Documents may affect the conclusions stated herein. In addition, if any one
of the statements, representations, warranties or assumptions upon which we
have relied to issue this opinion letter is incorrect, our opinions might be
adversely affected and may not be relied upon.

Based upon, and subject to, the foregoing and the next paragraph
below, we are of the opinion that:

1. The Company was organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the
Code for its taxable years ended December 31, 1992, December 31,
1993, December 31, 1994, December 31, 1995, December 31, 1996,
December 31, 1997, and December 31, 1998, and the Company's
current organization and method of operation should enable it to
continue to meet the requirements for qualification and taxation
as a REIT; and

2. The discussion in the Prospectus under the heading "Federal
Income Tax Considerations" to the extent that it describes
provisions of federal income tax law or legal conclusions, is
correct in all material respects.

This opinion letter is limited to the two opinions stated above.
Our opinions do not, and are not intended to, address the tax consequences to
any holder of Units with respect to the acquisition, ownership, redemption or
disposition of its Units. For purposes of the second opinion stated above,
the term "Prospectus" does not include the documents incorporated by
reference in the Prospectus.

The Company's qualification and taxation as a REIT depends upon the
Company's ability to meet on a continuing basis, through actual annual
operating and other results, the various requirements under the Code and
described in the Prospectus with regard to, among other things, the sources
of its gross income, the composition of its assets, the level of its
distributions to stockholders, and the diversity of its share ownership.
Hogan & Hartson L.L.P. will not review the Company's compliance with these
requirements on a continuing basis. No assurance can be given that the actual
results of the operations of the Company, the Operating Partnership, the
Management Partnerships, the Management Corps., the QRS Corporations and the



Board of Trustees
Equity Residential Properties Trust
February 25, 1999
Page 5

Subsidiary Partnerships, the sources of their income, the nature of their
assets, the level of the Company's distributions to shareholders and the
diversity of its share ownership for any given taxable year will satisfy the
requirements under the Code for qualification and taxation as a REIT.

For a discussion relating the law to the facts and the legal
analysis underlying the opinions set forth in this letter, we incorporate by
reference the discussion of federal income tax issues, which we assisted in
preparing, in the section of the Prospectus under the heading "Federal Income
Tax Considerations."

An opinion of counsel merely represents counsel's best judgment
with respect to the probable outcome on the merits and is not binding on the
Internal Revenue Service or the courts. There can be no assurance that
positions contrary to our opinions will not be taken by the Internal Revenue
Service, or that a court considering the issue would not hold contrary to our
opinions. Furthermore, no assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or retroactive
basis, would not adversely affect the accuracy of the opinions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
such changes.

This opinion letter has been prepared for your benefit in
connection with the filing of the Registration Statement. This opinion
letter may not be used or relied upon by any other person or for any other
purpose and may not be disclosed, quoted, filed with any governmental agency
or otherwise referred to without our prior written consent of this firm. We
hereby consent to the filing of this opinion letter as Exhibit 8.1 to the
Registration Statement and to the reference to Hogan & Hartson L.L.P. under
the caption "Federal Income Tax Considerations" in the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,



Hogan & Hartson L.L.P.