OPINION OF SONNENSCHEIN NATH & ROSENTHAL LLP

EXHIBIT 5.1

Entertainment Properties Trust
30 W. Pershing Road, Suite 201
Kansas City, Missouri 64108

Re: Registration Statement on Form S-3/S-11

Ladies and Gentlemen:

We have acted as counsel to Entertainment Properties Trust, a Maryland
real estate investment trust (the "Issuer"), in connection with the registration
statement on Form S-3/S-11 filed with the Securities and Exchange Commission
(the "Commission") on March 15, 2004, File No. [__________] (the "Registration
Statement"). This opinion is being delivered in accordance with the requirement
of Item 601(b)(5) of Regulation S-K under the Securities Act. Capitalized terms
used but not otherwise defined herein have the meanings ascribed to them in the
Registration Statement.

In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Amended and Restated Declaration of
Trust and Bylaws of the Issuer, (ii) minutes and records of the corporate
proceedings of the Issuer with respect to the Registration Statement, and (iii)
the Registration Statement.

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Issuer and the due authorization, execution and
delivery of all documents by the parties thereto other than the Issuer. As to
any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon the statements and
representations of officers and other representatives of the Issuer and others.

Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and
other laws affecting creditors' rights, including, without limitation, the
effect of statutory or other laws regarding fraudulent conveyances, fraudulent
transfers and preferential transfers, (ii) the limitations imposed by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law; and (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies.

We render no opinion herein as to matters involving the laws of any
jurisdiction other than the present laws of the United States of America, the
present laws of the State of Missouri (excluding local laws), the Maryland
Corporations and Associations Act, and the present judicial interpretations
thereof. We advise you that the issues addressed by this opinion may be governed
in whole or in part by other laws, and we express no opinion as to whether any
relevant difference exists between the laws upon which our opinion is based and
any other laws that may actually govern.





Based upon and subject to the assumptions, qualifications, exclusions
and other limitations contained in this letter, we are of the opinion that the
securities covered by the Registration Statement have been duly authorized and,
when issued in accordance with the Registration Statement, will be validly
issued, fully paid and non-assessable.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion shall not be construed as or deemed to be a guaranty or insuring
agreement. This opinion is rendered on the date hereof and we have no continuing
obligation hereunder to inform you of changes of law, including judicial
interpretations of law, or of facts of which we become aware after the date
hereof.

We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Opinions" in the Registration Statement and accompanying
prospectus and prospectus supplement.

Very truly yours,

/S/ SONNENSCHEIN NATH & ROSENTHAL LLP

SONNENSCHEIN NATH & ROSENTHAL LLP