<PAGE>
 
                                                                   Exhibit 5.2

                          GOODWIN, PROCTER & HOAR LLP

                              COUNSELLORS AT LAW
                                EXCHANGE PLACE
                       BOSTON, MASSACHUSETTS 02109-2881 

                                                       TELEPHONE  (617) 570-1000
                                                       TELECOPIER (617) 523-1231



                                             January 27, 1999

American Bar Association Members/
 State Street Collective Trust
225 Franklin Street
Boston, MA 02110

Ladies and Gentlemen:

   In connection with Amendment No. 1 to the Registration Statement on Form S-1,
registration number 333-69427 (the "Registration Statement"), of the American
Bar Association Members/State Street Collective Trust  (the "Collective Trust"),
being filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to the offering of units of
beneficial interest with an aggregate offering price of up to two billion
dollars ($2,000,000,000) (the "Units") in the Collective Trust, we have been
requested as special Massachusetts counsel to the Collective Trust to furnish
our opinion as to the legality of the Units registered pursuant to the
Registration Statement.

   For purposes of rendering this opinion, we have examined (i) the Amended and
Restated Declaration of Trust of the Collective Trust dated December 5, 1991, as
amended as of July 31, 1995, April 12, 1996, April 11, 1997 and January 1, 1999
(the "Trust Declaration"); (ii) (a) the Third Amended and Restated Fund
Declaration of Balanced Fund dated as of January 1, 1999, (b) the Third Amended
and Restated Fund Declaration of Growth Equity Fund dated as of January 1, 1999,
(c) the Third Amended and Restated Fund Declaration of Index Equity Fund dated
as of January 1, 1999, (d) the Third Amended and Restated Fund Declaration of
Aggressive Equity Fund dated as of January 1, 1999, (e) the Second Amended and
Restated Fund Declaration of Intermediate Bond Fund dated as of January 1, 1999,
(f) the Second Amended and Restated Fund Declaration of Value Equity Fund dated
as of January 1, 1999, (g) the Second Amended and Restated Fund Declaration of
International Equity Fund dated as of January 1, 1999, (h) the Third Amended
Fund Declaration of Stable Asset Return Fund (formerly Enhanced Short Term
Investment Fund) dated as of January 1, 1999, and (i) the First Amended and
Restated Fund Declaration of Structured Portfolio Service, dated as of January
1, 1999 (collectively, the "Fund Declarations"); and (iii) such other documents,
records and certificates as we have deemed necessary or appropriate to render
the opinion expressed below.   We have assumed the genuineness of all signatures
and the authenticity and completeness of all items submitted to us as originals,
the conformity with originals and the completeness of all items submitted to us
as copies, and the legal capacity of all natural persons. With respect to
documents executed by the American Bar Retirement Association, we have assumed
that such entity has the power to enter into and perform its obligations
thereunder and we have assumed the due authorization by such entity of all
requisite action and the due execution and delivery of such documents by such
entity.
<PAGE>
 
                          GOODWIN, PROCTER & HOAR LLP




American Bar Association Members/
 State Street Collective Trust
January 27, 1999
Page 2

   We assume for purposes of this opinion that the notices required under
Sections 3.01 and 3.03(a) of the Trust Declaration have been duly given in
connection with the establishment of Funds and all amendments to the Fund
Declarations.  We are attorneys admitted to practice in The Commonwealth of
Massachusetts.  We express no opinion herein concerning the laws of any
jurisdictions other than the laws of The Commonwealth of Massachusetts.

   Based upon and subject to the foregoing, we are of the opinion that, under
the laws of The Commonwealth of Massachusetts, in which state the Collective
Trust is organized, the Units, when issued in accordance with the terms of the
Prospectus contained in the Registration Statement, as in effect at the time of
issuance, will be legally issued, fully paid and non-assessable by the trustee
of the Collective Trust.

   We have not assisted with or participated in the preparation of the
Registration Statement or the Prospectus and, therefore, are not passing upon,
and do not assume any responsibility for, the accuracy, completeness or fairness
of any of the statements contained in the Registration Statement or the
Prospectus or in any of the documents contained in the Registration Statement or
incorporated therein by reference, and we make no representation that we have
independently verified the accuracy, completeness or fairness of such
statements.  Without limiting the foregoing, we assume no responsibility for,
and have not independently verified, the accuracy, completeness or fairness of
the financial statements or notes thereto, financial schedules and other
financial and statistical data included in the Registration Statement and the
Prospectus, and we have not examined the accounting, financial or statistical
records from which such statements and notes, schedules and data are derived.

   We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Legal Matters."  In addition, we understand that Paul, Weiss,
Rifkind, Wharton & Garrison intends to rely on this opinion in rendering an
opinion to the Collective Trust in connection with the Registration Statement
and we hereby consent to such reliance.

                                 Very truly yours,
 
                                 /s/Goodwin, Procter & Hoar LLP

                                 Goodwin, Procter & Hoar LLP