Exhibit 5.1

                                 David Goldberg
                           Vice President and Counsel
                             PS Business Parks, Inc.
                               701 Western Avenue
                         Glendale, California 91201-2397

                                  May 31, 2002

PS Business Parks, Inc.
701 Western Avenue
Glendale, California 91201-2397

Gentlemen:

       As Vice President and Counsel of PS Business Parks, Inc. (the "Company"),
I have examined the Company's Registration Statement on Form S-3 (File No.
333-78627) which was declared effective by the Securities and Exchange
Commission on June 2, 1999 (the "Registration Statement") and the prospectus
which is a part thereof (the "Prospectus"), which relates to the offer and sale
of up to $279,509,083 stated amount of (i) shares of preferred stock, par value
$.01 per share (the "Preferred Shares"), (ii) depositary shares (the "Depositary
Shares") representing a factional interest in a Preferred Share, (iii) shares of
equity stock, par value $.01 per share (the "Equity Shares"), (iv) shares of
common stock, par value $.01 per share (the "Common Shares"), and (v) warrants
(the "Warrants").

       I am familiar with the proceedings taken or to be taken by the Company
relating to the authorization and issuance of the Preferred Shares, the
Depository Shares, the Equity Shares, the Common Shares and the Warrants in the
manner set forth in the Registration Statement. I have also examined the
Company's Restated Articles of Incorporation and Restated Bylaws and have made
such other investigation as I have deemed necessary in order to express the
opinions contained herein.

       This opinion is rendered in connection with the proposed public offering
of 3,100,000 Common Shares (the "Shares") by Acquiport Two Corporation, as
selling stockholder, as described in the prospectus supplement of the Company
dated May 30, 2002 (the "Prospectus Supplement").

       It is my opinion that:

         1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of California.

         2.  The Shares have been legally issued, and are fully paid and
 nonassessable.

         I hereby consent to the reference to me under the caption "Legal
Opinions" in the Registration Statement and the caption "Legal Experts" in the
Prospectus Supplement, and to the filing of this opinion as an exhibit to this
Current Report on Form 8-K.

                                                     Very truly yours,

                                                     /s/ David Goldberg

                                                     David Goldberg