EXHIBIT 5A

Exhibit 5(a)




November 3, 1997




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

Re: $106,387,500 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
of up to $75,000,000 aggregate offering price of one or more series of Debt
Securities and (ii) by the Company of up to $31,387,500 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 16, 1993 (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 (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.



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


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, employees and accountants 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
existingas a limited partnership in good standing under the laws of the State
of North Carolina; and the Company is the sole general partner of the
Operating Partnership.


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

3. The Company has the authority pursuant to its Amended Articles to
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 (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 collectively herein referred to as the "Preferred Shares").

4. 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.

5. 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,



John H. Vernon, III
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