S-3: Registration statement for specified transactions by certain issuers

Latham & Watkins
ATTORNEYS AT LAW
BOSTON WWW.LW.COM NEW YORK
CHICAGO 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