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                                                                     EXHIBIT 5.1

                          GOODWIN, PROCTER & HOAR LLP
                              COUNSELLORS AT LAW
                                EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS 02109-2881

                               December 17, 1998



Bradley Real Estate, Inc.
40 Skokie Boulevard, Suite 600
Northbrook, IL 60062

     RE:  LEGALITY OF SECURITIES TO BE REGISTERED UNDER THE REGISTRATION
          STATEMENT ON FORM S-3 (THE "REGISTRATION STATEMENT")

Dear Ladies and Gentlemen:

     This opinion relates to up to 1,212,630 shares of common stock, par value
$.01 per share (the "Redemption Shares"), of Bradley Real Estate, Inc., a
Maryland corporation (the "Company"), that may be issued if, and to the extent
that, certain holders of limited partner units ("Units") representing
partnership interests of Bradley Operating Limited Partnership, a Delaware
limited partnership (the "Operating Partnership"), tender such Units to the
Operating Partnership for redemption and the Company exercises its contractual
right to acquire such tendered Units for Redemption Shares, which are the
subject matter of the above-referenced Registration Statement filed with the
Securities and Exchange Commission (the "Commission").

     We have acted as counsel to the Company in connection with the preparation
and filing with the Commission of the Registration Statement.  For purposes of
this opinion we have reviewed the Company's Articles of Amendment and
Restatement and By-Laws and the Second Restated Agreement of Limited Partnership
of the Operating Partnership (the "Operating Partnership Agreement"), each as
amended to date.  We have also examined records of corporate proceedings of the
Company and such other certificates, receipts, records and documents as we have
deemed necessary to enable us to render this opinion.  In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
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Bradley Real Estate, Inc.
December 17, 1998
Page 2


     We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion herein concerning the laws of any other jurisdictions
other than the laws of the United States of America and the General Corporation
Law of the State of Maryland as in effect on the date hereof, and also express
no opinion with respect to the blue sky or securities laws of any state,
including Maryland.

     Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, it is our opinion that, when the Registration
Statement relating to the Redemption Shares has become effective under the
Securities Act of 1933, as amended, and the Redemption Shares have been duly
issued and exchanged for Units tendered to the Operating Partnership for
redemption in accordance with the provisions of the Operating Partnership
Agreement, the Redemption Shares will be duly authorized, validly issued, fully
paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus contained in
such Registration Statement.

                                    Very truly yours,

                                    /s/ GOODWIN, PROCTER & HOAR  LLP

                                    GOODWIN, PROCTER & HOAR  LLP