EXHIBIT 5.1

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
FILE NUMBER
862875



November 5, 1997



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

Re: Registration Statement on Form S-11
Registration No. 333-35281
-----------------------------------

Ladies and Gentlemen:

We have served as Maryland counsel to Entertainment Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law arising out of the registration of up to
15,852,000 common shares (the "Shares") of beneficial interest, $.01 par value
per share, of the Company ("Common Shares"), including up to 2,052,000 Shares
which may be issued pursuant to the exercise of an over-allotment option,
covered by the above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "1933 Act"). Unless otherwise defined herein, capitalized terms
used shall have the meanings 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 (hereinafter collectively referred to as the "Documents"):

1. The Registration Statement and the related form of prospectus included
therein in the form in which it was transmitted to the Securities and Exchange
Commission (the "Commission") under the 1933 Act;

2. An unexecuted copy of the Amended and Restated Declaration of Trust of
the Company, provided to us by Sullivan & Cromwell, counsel to the Company;

3. The Bylaws of the Company, certified as of a recent date by its
Secretary;

4. Resolutions adopted by the Board of Trustees of the Company relating
to the sale, issuance and registration of the Common Shares, certified as of a
recent date by the Secretary of the Company;

5. The form of certificate evidencing a Common Share, certified as of a
recent date by the Secretary of the Company;

6. A certificate of the SDAT as to the good standing of the


Company, dated November 5, 1997;

7. A certificate executed by David M. Brain, Secretary of the Company,
dated November 5, 1997; and

8. 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, and so far as
is known to us there are no facts inconsistent with, the following:

1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding.

2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

3. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.

4. 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 such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf 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.

5. The Amended and Restated Declaration of Trust will be filed with and
accepted for record by the SDAT.

The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.

Based upon 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 and existing
under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.

2. The Common Shares have been duly authorized and when issued, sold and
delivered against payment therefor in the manner described in the Registration
Statement and in accordance with the resolutions of the Board of Trustees of the
Company authorizing their issuance, will be validly issued, fully paid and
nonassessable.

The foregoing opinion is limited to the substantive laws of the State of
Maryland and we do not express any opinion herein concerning any


other law. We express no opinion as to compliance with the securities (or "blue
sky") laws or the real estate syndication laws of the State of Maryland.

We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as
an exhibit to the Registration Statement, and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
without, in each instance, our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

Ballard Spahr Andrews &
Ingersoll