LATHAM & WATKINS OPINION LETTER

Latham & Watkins
BOSTON ATTORNEYS AT LAW NEW YORK
CHICAGO WWW.LW.COM NORTHERN VIRGINIA
FRANKFURT __________ ORANGE COUNTY
HAMBURG SAN DIEGO
HONG KONG SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.

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555 Eleventh Street, N.W., Suite I000 o Washington, D.C. 20004-I304
TELEPHONE: (202) 637-2200 o FAX: (202) 637-220I


May 22, 2001


Tanger Factory Outlet Centers, Inc.
Tanger Properties Limited Partnership
3200 Northline Avenue, Suite 360
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 are acting as special counsel to Tanger Factory Outlet
Centers, Inc., a North Carolina corporation (the "Company"), and Tanger
Properties Limited Partnership, a North Carolina limited partnership (the
"Operating Partnership"), 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 (the "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, by the Operating Partnership of up to $200,000,000 aggregate
offering price of one or more series of debt securities (the "Debt Securities"),
each such series of Debt Securities which may be unconditionally guaranteed by
the Company (the "Guarantees") and by the Company of up to $200,000,000
aggregate offering price of (i) common shares, par value $.01 per share (the
"Common Shares"), (ii) one or more series of preferred shares, par value $.01
per share (the "Preferred Shares"), (iii) depository shares representing
Preferred Shares (the "Depository Shares") and (iv) warrants representing a
right to acquire Common Shares (the "Common Share Warrants"). The Debt
Securities, the Guarantees, Common Shares, Preferred Shares, Depository Shares
and Common Share Warrants are collectively referred to as the "Securities."

In connection with our representation of the Company and the
Operating Partnership, you have requested our opinion concerning the statements
in the Registration Statement under the caption "Material Federal Income Tax
Considerations To Tanger Factory Outlet Centers, Inc. Of Its REIT Election."

This opinion is based on various facts and assumptions, and is
conditioned upon certain representations made by the Company and the Operating
Partnership as to factual matters through a certificate of an officer of the
Company (the "Officer's Certificate"). In addition, this opinion is based upon
the factual representations of the Company and the Operating Partnership
concerning its business, properties and governing documents as set forth in the
Registration Statement.

In our capacity as counsel to the Company and the Operating
Partnership, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures thereon, the
legal capacity of natural persons executing such documents and the conformity to
authentic original documents of all documents submitted to us as copies. For the
purpose of our opinion, we have not made an independent investigation, or audit
of the facts set forth in the above referenced documents or in the Officer's
Certificate. In addition, in rendering this opinion we have assumed the truth
and accuracy of all representations and statements made to us which are
qualified as to knowledge or belief, without regard to such qualification.

We are opining herein as to the effect on the subject
transaction only of the federal income tax laws of the United States and we
express no opinion with respect to the applicability thereto, or the effect
thereon, of other federal laws, the laws of any state or any other jurisdiction
or as to any matters of municipal law or the laws of any other local agencies
within any state.

Based on such facts, assumptions and representations and
subject to the limitations set forth in the Registration Statement, the
statements in the Registration Statement under the caption "Material Federal
Income Tax Considerations To Tanger Factory Outlet Centers, Inc. Of Its REIT
Election" are the opinion of Latham & Watkins as to the material federal income
tax considerations to the Company of its election to be a "real estate
investment trust" as defined in the Code.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the date of this letter,
and we undertake no obligation to update this opinion subsequent to the date
hereof. This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described
above, including in the Registration Statement or the Officer's Certificate may
affect the conclusions stated herein. Moreover, the Company's qualification and
taxation as a real estate investment trust depends upon the Company's ability to
meet, through actual annual operating results, asset diversification,
distribution levels and diversity of stock ownership, the various qualification
tests imposed under the Code, the results of which have not been and will not be
reviewed by Latham & Watkins. Accordingly, no assurance can be given that the
actual results of the Company's operation for any one taxable year will satisfy
such requirements.

This opinion is furnished to you, and is for your use in
connection with the transactions set forth in the Registration Statement. This
opinion may not be relied upon by you for any other purpose, or furnished to,
quoted to, or relied upon by any other person, firm or corporation, for any
purpose, without 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 our
name under the caption "Legal Matters" in the Registration Statement.


Very truly yours,



/s/ Latham & Watkins