Exhibit 5.2





[SIROTE & PERMUTT, P.C. LETTERHEAD]














May 17, 2011





Board of TrusteesColonial Properties Trust2101 6th Avenue NorthSuite 750Birmingham, Alabama 35203





Ladies and Gentlemen:





We are acting as special Alabama counsel to Colonial Properties Trust, an Alabama real estate investment trust (the “ Company ”), in connection with its registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed offering of up to 5,700,000 newly issued common shares of beneficial interest, par value $0.01 per share, of the Company (the “ Shares ”), all of which Shares are issuable pursuant to the Company's 2008 Omnibus Incentive Plan, as amended (the “ Plan ”).  This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.





For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed appropriate to enable us to render the opinions herein expressed.  In our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).  We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company's Declaration of Trust, as amended, and that the Company will remain an Alabama real estate investment trust.  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.





This opinion letter is based as to matters of law solely on the applicable provisions of the Alabama Real Estate Investment Trust Act of 1995, as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “Alabama Real Estate Investment Trust Act of 1995” includes the statutory provisions contained therein, all applicable provisions of the Alabama Constitution and reported judicial decisions interpreting these laws. The opinion expressed herein is based on a review of those laws that, in our experience, are generally recognized as applicable to the transactions contemplated herein.





Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance and delivery of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Trustees or a committee of the Board of Trustees authorizing the issuance thereof and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.





In addition to the qualifications, exceptions and limitations elsewhere set forth in this opinion letter, the foregoing opinion is also subject to the effect of: (1) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); and (2) the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).





In accordance with the general policies of this law firm in rendering legal opinions, we have assumed for the purposes of the opinions expressed herein that no fraud exists with respect to any of the matters relevant to the opinions expressed herein, although we have no reason to believe that there exists any fraud which would render invalid the opinions expressed below.








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Board of Trustees
 Colonial Properties Trust
 May 17, 2011
 Page 2





This opinion letter has been prepared for use in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.





We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement.  Hogan Lovells US LLP, counsel to the Company, may rely on this opinion in rendering its opinion to you with respect to those matters specified herein.  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.





Sincerely yours,/s/ Sirote & Permutt, P.C.Sirote & Permutt, P.C.