OPINION OF ARMSTRONG TEASDALE LLP

EXHIBIT 5.5


[ARMSTRONG TEASDALE LLP LETTERHEAD]

May 18, 1999


Entertainment Properties Trust
1200 Main Street, Suite 3250
Kansas City, Missouri 64105


Re: Registration Statement on Form S-3


Ladies and Gentlemen:

We have served as counsel to Entertainment Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with the
registration of 5,000,000 common shares of beneficial interest (the "Shares")
covered by the above-referenced Registration Statement (together with all
amendments thereto, the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), including the prospectus contained in the
Registration Statement (the "Prospectus") and any Prospectus Supplement filed as
a post-effective amendment to the Registration Statement (each, a "Prospectus
Supplement"). Unless otherwise defined herein, capitalized terms used shall
have the meaning assigned to them in the Registration Statement.

In connection with our representation of EPR, and as a basis for the
opinion hereinafter set forth, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the following documents
(collectively referred to as the "Documents"):

1. The Registration Statement in the form in which it was filed with the
Securities and Exchange Commission (the "Commission") under the 1933 Act;

2. The Amended and Restated Declaration of Trust of EPR, certified as of
a recent date by the State Department of Assessments and Taxation of the State
of Maryland (the "DAT");

3. The Bylaws of EPR;

4. Resolutions of the Board of Trustees approving the sale, issuance and
registration of the Shares;

5. A certificate of the DAT as to the good standing of EPR; and




Attorneys at Law
[ARMSTRONG TEASDALE LLP LOGO]

May 18, 1999
Page 2


6. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing the Registration Statement, whether on behalf
of himself or any other person, is legally competent to do so.

2. All Documents submitted to us as originals are authentic. All Documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all Documents are genuine. All public records
reviewed and relied upon by us are true and complete. All statements and
information contained in the Documents are true and complete. There are no oral
or written modifications or amendments to the Documents, and there has been no
waiver of any of the provisions of the Documents, by action or conduct of the
parties or otherwise.

Based on the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:

1. EPR is a real estate investment trust duly formed, existing and in good
standing under the laws of the State of Maryland.

2. The Shares are duly authorized and, when issued and delivered in
accordance with the resolutions of the Board of Trustees authorizing their
issuance as summarized in the Prospectus and each Prospectus Supplement, will be
validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption "Legal Opinion"
in the Registration Statement and to the attachment of this opinion as an
Exhibit to the Registration Statement.


Very truly yours,

/s/ Armstrong Teadsale LLP

Armstrong Teasdale LLP