On June 5, 2009, Boston Properties, Inc. (the "Company") and the Company's operating partnership, Boston Properties Limited Partnership, of which the Company is the sole general partner, entered into an underwriting agreement with Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the "Underwriting Agreement"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 15,000,000 shares of common stock, par value $0.01 per share, at a price to the public of $50.00 per share. Pursuant to the Underwriting Agreement, the Company granted the underwriters an option to purchase up to 2,250,000 additional shares of common stock within 30 days after the date of the Underwriting Agreement to cover over-allotments, if any. The underwriters exercised the over-allotment option in full on June 5, 2009. The common stock is being offered and sold pursuant to a prospectus supplement, dated June 5, 2009, and related prospectus, dated November 12, 2008, relating to the Company's shelf registration statement on Form S-3ASR (File No. 333-155309). The offering is scheduled to close on June 10, 2009, subject to specified closing conditions. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the filing of the Underwriting Agreement, we are filing as Exhibit 5.1 hereto an opinion of our counsel, Goodwin Procter LLP, regarding the legality of the securities being registered.

Exhibit
Number    Description of Exhibits
 +1.1     Underwriting Agreement, dated June 5, 2009, by and among Boston
          Properties, Inc., Boston Properties Limited Partnership, Morgan Stanley &
          Co. Incorporated and J.P. Morgan Securities Inc.

 +5.1     Opinion of Goodwin Procter LLP as to the legality of the securities being
          registered.

+23.1     Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit
          5.1 and incorporated herein by reference).

+ Filed herewith.