EXHIBIT 5(A)

EXHIBIT 5(a)


[LETTERHEAD OF VERNON, VERNON, WOOTEN,
BROWN, ANDREWS & GARRETT, P.A.]

November 29, 1999

Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue
Suite 360
Greensboro, NC 27408

Re: Tanger Factory Outlet Centers, Inc.
Registration Statement or Form S-8

Ladies and Gentlemen:

We have acted as counsel to Tanger Factory Outlet Centers, Inc. (the
"Company") and to Tanger Properties Limited Partnership ("the "Operating
Partnership") in connection with the authorization and issuance of 1,150,000
Common Shares, par value $0.01 per share (the "Shares') to be issued by the
Company pursuant to the Amended and Restated Share Option Plan for Directors and
Executive and Key Employees of Tanger Factory Outlet Centers, Inc. (the "Share
Option Plan") and the Amended and Restated Unit Option Plan for Employees of
Tanger Properties Limited Partnership (the "Unit Option Plan").

We are familiar with the proceedings which have been taken and which
are contemplated by the Company in connection with the adoption of the Share
Option Plan and the Unit Option Plan and the authorization and issuance of the
Shares. For purposes of this opinion, we have assumed that such proceedings will
be timely completed in the manner presently proposed. In particular, we have
assumed that the Shares will be issued either pursuant to the terms of the Share
Option Plan or in exchange for Units issued pursuant to the terms of the Unit
Option Plan, that the Company or the Operating Partnership, as the case may be,
shall have received the exercise price payable for each such Share or Unit under
the terms of the Share Option Plan or the Unit Option Plan, and that the Company
shall have issued share certificates evidencing any such Shares.

We have reviewed such documents and considered such matters of law and
fact as we, in our professional judgment, have deemed appropriate to render the
opinions contained herein. The opinions expressed herein are limited to matters
governed by the laws of the State of North Carolina and no opinion is expressed
herein as to the laws of any other jurisdiction.

Based upon and subject to the foregoing and to the further limitations
and qualifications herein expressed, it is our opinion that the Shares have been
duly authorized and that, upon receipt by the Company and the Operating
Partnership of the exercise price and the issuance of share certificates
evidencing the Shares, the Shares will be validly issued, fully paid and
non-assessable.



We understand that you intend to file a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
in connection with the registration of the Shares under the Securities Act of
1933, as amended. We consent to your filing this opinion as an exhibit to the
Registration Statement.

Very truly yours,


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