EXHIBIT 5(A)

Exhibit 5(a)

July 16, 2002





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
one or more series of Debt Securities and Guarantees of those Debt Securities
and (ii) by the Company of Common Shares, Preferred Shares, Depositary Shares
and/or Common Share Warrants, any combination of the securities described in (i)
and (ii) having an aggregate offering price of up to $400,000,000. 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.




Board of Directors/Tanger Factory Outlet Centers, Inc.
Page -2-


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 documents as 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.

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.





Board of Directors/Tanger Factory Outlet Centers, Inc.
Page -3-


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 apprize 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.