OPINION OF ARMSTRONG TEASDALE LLP

EXHIBIT 5.4


[ARMSTRONG TEASDALE LLP LETTERHEAD]

May 11, 1999


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

Re: Registration Statement on Form S-4

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 (as amended or supplemented, the "Prospectus"). Unless
otherwise defined herein, capitalized terms used shall have the meaning assigned
to them in the Registration Statement.

In connection with our representation of the Company, 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 the Company,
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 the Company;

4. Unanimous Consent 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 the Company; and

Attorneys at Law

[ARMSTRONG TEASDALE LLP LOGO]

May 11, 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. The Company 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, 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