April 20, 2006	Mayer, Brown, Rowe & Maw LLP
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ProLogis	www.mayerbrownrowe.com
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Re: ProLogis Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as special counsel to ProLogis, a Maryland real estate investment trust (“ProLogis”) pursuant to a registration statement on Form S-4 (“the Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to which this opinion relates, and is filed as an exhibit to, and the corporate proceedings taken in connection therewith and the offer (the “Exchange Offer”) to exchange up to $500 million aggregate principal amount of 5.250% Notes due 2010 and up to $400 million aggregate principal amount of 5.625% Notes due 2015 that have been registered under the Securities Act (collectively, the “New Notes”) for a like amount of the outstanding $500 million aggregate principal amount of 5.250% Notes due 2010 and up to $400 million aggregate principal amount of 5.625% Notes due 2015 (collectively, the “Old Notes”). The Old Notes were, and the New Notes are to be issued (1) under the Indenture dated as of March 1, 1995, between ProLogis and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee, as supplemented by a First Supplemental Indenture, dated February 9, 2005, a Second Supplemental Indenture, dated November 2, 2005, and a Third Supplemental Indenture, dated November 2, 2005 (collectively, the “Indenture”).

     In rendering our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Registration Statement; (ii) the Indenture; and (iii) the form of the Notes. In addition, we have examined and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from ProLogis or other sources believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion.

     As special counsel to ProLogis, we have examined originals or copies certified or otherwise identified to our satisfaction of the Declaration of Trust, ProLogis’ Amended and Restated Bylaws, as amended, resolutions of ProLogis’ Board of Trustees and such ProLogis records, certificates and other documents and such questions of law as we considered necessary or appropriate for the purpose of this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and

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Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

Mayer, Brown, Rowe & Maw LLP

April 20, 2006
Page 2

officers of ProLogis. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

     Based upon and subject to the foregoing and to the assumptions, conditions and limitations set forth herein and assuming the Notes are issued in the manner described in the Registration Statement, we are of the opinion that the New Notes constitute valid and legally binding obligations of ProLogis entitled to the benefits of the Indenture, except that (a) the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances ((a) and (b), collectively, the “Enforceability Exceptions”).

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the related prospectus and any related prospectus supplement under the caption “Legal Matters” with respect to the matters stated therein.

     We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Illinois, the laws of the State of New York, the federal laws of the United States of America and the laws of the State of Maryland.

Sincerely,

/s/ MAYER, BROWN, ROWE & MAW LLP