LEGAL OPINION LETTER

May 22, 2001





Board of Directors
Tanger Factory Outlet Centers, Inc.
1400 West Northwood Street
Greensboro, North Carolina 27408

Re: $400,000,000 Aggregate Offering Price of Securities
of Tanger Factory Outlet Centers, Inc. and
Tanger Properties Limited Partnership

Ladies and Gentlemen:

We have served as counsel to Tanger Factory Outlet Centers, Inc. (the
"Company") and Tanger Properties Limited Partnership (the "Operating
Partnership") in connection with the formation of the Company as a North
Carolina corporation and in connection with the registration statement on Form
S-3 (the "Registration Statement") being filed by the Company and the Operating
Partnership with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the offering from time to time, as set forth in
the prospectus contained in the Registration Statement (the "Prospectus") and as
to be set forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"), (i) by the Operating Partnership and the Company respectively of
up to $200,000,000 aggregate offering price of one or more series of Debt
Securities and Guarantees of those Debt Securities and (ii) by the Company of up
to $200,000,000 aggregate offering price of Common Shares, Preferred Shares,
Depositary Shares and/or Common Share Warrants. Capitalized terms used herein
without definition have the meanings ascribed to them in the Registration
Statement. Our client has requested that we provide you with our opinion as to
the formation, organization and valid existence of the Company and the Operating
Partnership under North Carolina law.

In preparation for rendering our opinion and in our capacity as counsel for
the Company and the Operating Partnership we have taken the following action:

1. We have reviewed the following documents (herein collectively referred
to as the "Documents"):

(a) the Amended and Restated Agreement of Limited Partnership of the
Operating Partnership dated as of December 30, 1999 (the
"Agreement of Limited Partnership"); and

(b) the Amended and Restated Articles of Incorporation of the Company
dated as of December 9, 1993 as amended by Articles of Amendment
dated as of May 29, 1996, August 20, 1998 and September 30, 1999
(the "Amended Articles");




2. We have made inquiries of and obtained information from officers of
the Company with respect to certain factual matters which provide the
basis for the opinions we have been requested to give. The opinions
expressed herein assume the accuracy and completeness of the
information so obtained.

3. We have obtained such other certifications and copies of such other
documentsas we deemed appropriate to render the opinions expressed
herein.


In our examination and review of the materials referred to above, we have
assumed (i) the legal capacity of natural persons and the genuineness of all the
signatures, and (ii) the authenticity of all documents submitted to us as
conformed, certified or photostatic copies. We have assumed that all parties to
the Documents referred to in this opinion (other than the Company and the
Operating Partnership) had full power and authority to enter into and perform
all obligations and agreements thereunder and to engage in the transactions
contemplated thereby and, as to each of said parties, we have assumed also the
due authorization by all requisite action, the due execution and delivery, and
the validity, binding effect and enforceability, of such Documents.

The opinions expressed herein are subject to the following qualifications:




1. Any opinions herein which rely upon the enforceability of provisions
contained in the Documents are subject to the qualifications that
enforcement of those provisions is limited by the following: (i) the
rights of the United States under the Federal Tax Lien Act of 1966, as
amended; (ii) principles of equity which may limit the availability of
certain equitable remedies including rights to specific performance,
injunctive relief and the appointment of a receiver; and (iii)
applicable bankruptcy, insolvency, federal or state fraudulent
transfer laws, reorganization, moratorium or similar laws relating to
or affecting the enforcement of creditors' rights generally, or by
general equity principles, regardless of whether such enforceability
is considered in a proceeding in equity or at law. Any opinions herein
which rely upon the enforceability of provisions contained in the
Documents are further subject to the qualification that the
enforceability of certain of the remedial, waiver and other provisions
of the Documents is further limited by applicable constitutional,
legislative, judicial and administrative provisions, statutes,
regulations, decisions, rulings and other laws in addition to those
described above; however, to our knowledge and information, such
additional laws do not substantially interfere with the practical
realization of the benefits expressed in the Documents except for the
economic consequences of any procedural delay which may result from
such laws.

2. The opinions expressed herein are limited to the application of the
laws of the State of North Carolina and the United States of America,
insofar as such laws apply, and we express no opinion with respect to
the application or effect of conflicts of law rules or the laws of any
other states or jurisdictions. 4.

3. We have relied upon, and the opinions expressed herein assume the
accurateness and completeness of, written certificates and statements
of officers and employees of the Company as to all matters of fact.

4. We express no opinion with respect to the application of, compliance
with or affect of federal or state securities laws on the transactions
contemplated by the Registration Statement.

Based upon the foregoing and subject to the qualifications and limitations
stated herein, it is our opinion that:


1. The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of North
Carolina.

2. The Operating Partnership has been duly formed and is validly existing
as a limited partnership in good standing under the laws of the State
of North Carolina.

3. The Tanger GP Trust (the "GP Trust") is the sole general partner of
the Operating Partnership and is wholly owned by the Company.

4. The Company has the authority pursuant to its Amended Articles to
issue capital shares as follows: 50,000,000 Common Shares with a par
value of $0.01 per share; 25,000 Excess Shares with a par value of
$0.01 per share 1,000,000 Preferred Shares with a par value of $0.01
per share (the "Class A Preferred Shares"); 8,000,000 Class B
Preferred Shares with a par value of $0.01 per share (the "Class B
Preferred Shares"); 8,000,000 Class C Preferred Shares with a par
value of $0.01 per share (the "Class C Preferred Shares"); and
8,000,000 Class D Preferred Shares with a par value of $0.01 per share
(the "Class D Preferred Shares")(Shares of Preferred Share Classes A,
B, C and D are herein referred to collectively as the "Preferred
Shares").

5. Upon action by the Board of Directors authorizing the issuance of
additional Preferred Shares, done in compliance with applicable law,
and upon the issuance and delivery of and payment for such Preferred
Shares in the manner contemplated by the Registration Statement and/or
the applicable Prospectus Supplement and by such Director action, such
Preferred Shares will be validly issued, fully paid and nonassessable.

6. Upon action by the Board of Directors authorizing the issuance of
additional Common Shares, done in compliance with applicable law, and
upon the issuance and delivery of and payment for such Common Shares
in the manner contemplated by the Registration Statement and/or the
applicable Prospectus Supplement and by such Director action, such
Common Shares will be validly issued, fully paid and nonassessable.

The opinions expressed herein are based on the applicable law in effect on
the date hereof. In delivering this opinion to you we are not undertaking to
apprise you either of any transactions, events or occurrences taking place after
the date of this letter of which we may acquire any knowledge or of any change
in, revision or supplement to applicable laws taking place after the date of
this letter which may affect any opinion set forth in this letter.

We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.


Very truly yours,


/s/Vernon, Vernon, Wooten, Brown, Andrews & Garrett P.A.