Exhibit 5.1

 

 

December 6, 2023   Tanger Inc. Tanger Properties Limited Partnership 3200 Northline Avenue, Suite 360 Greensboro, North Carolina 27408

 

Re:	Tanger Inc.

Tanger Properties Limited Partnership

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special North Carolina counsel to Tanger 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 of the Company’s common shares, par value $0.01 per share (“Common Shares”), having an offering price of up to $250,000,000, covered by the registration statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended, filed by the Company on December 6, 2023 with the Securities and Exchange Commission (the “Commission”).

As the Company’s special North Carolina counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of Common Shares pursuant to the Sales Agreement (as defined below), as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.

We have also reviewed the following documents:

 

(a)

the ATM Equity Offering Sales Agreement of even date herewith by and among the Company, the Operating Partnership, BofA Securities, Inc., and the other Agents and Forward Purchasers (each as defined in the Sales Agreement) signatory thereto (the “Sales Agreement”);

 

(b)

the Registration Statement, the prospectus contained in the Registration Statement and the prospectus supplement, dated December 6, 2023, in the form which was transmitted to the Commission (the “Prospectus Supplement”);

 

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(c)

the Form of Registered Forward Confirmation (the “Form of Confirmation”) attached to the Sales Agreement as Annex II that may be entered into by and between the Company and the applicable Forward Purchaser in relation to any forward stock purchase transaction;

 

(d)

the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of November 12, 2021, as amended to date (the “Agreement of Limited Partnership”);

 

(e)

the Amended and Restated Bylaws of the Company effective as of November 16, 2023 (the “Bylaws”);

 

(f)

the Amended and Restated Articles of Incorporation of the Company filed with the North Carolina Secretary of State on December 13, 1993 and as amended by amendments filed with the North Carolina Secretary of State on June 3, 1996, August 25, 1998, October 13, 1999, November 10, 2005, June 28, 2007, September 5, 2008, May 23, 2011 (as corrected by Articles of Correction filed with the North Carolina Secretary of State on July 8, 2011), May 31, 2012, and November 6, 2023 effective as of November 16, 2023 (the “Amended Articles”);

 

(g)

the Certificate of Domestic Limited Partnership of the Operating Partnership filed with the North Carolina Secretary of State on May 25, 1993 and as amended by amendment filed with the North Carolina Secretary of State on January 20, 2000 (the “Certificate of Limited Partnership”);

 

(h)

a Certificate of Existence for the Company dated December 4, 2023 from the North Carolina Secretary of State (the “Company Certificate of Existence”); and

 

(i)

a Certificate of Existence for the Operating Partnership dated December 4, 2023 from the North Carolina Secretary of State (the “Operating Partnership Certificate of Existence”).

In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company; and (d) each of the parties (other than the Company and the Operating Partnership) executing any of the documents has duly and validly executed and delivered each of the documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are in accordance with all stated terms. We have also assumed that (i) the Registration Statement, the Prospectus Supplement and any amendments thereto (including post-effective amendments) have become effective and will continue to be effective at the time of the resale of any Common Shares and the Confirmation Shares (as defined in the Sales Agreement); (ii) all Common Shares and Confirmation Shares will be sold in the manner stated in the Registration Statement and the Prospectus Supplement; (iii) at the time of the offering, there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of Common Shares or Confirmation Shares; (iv) the Common Shares and Confirmation Shares will not be

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issued or transferred in violation of any restrictions on transfer and ownership of shares of stock of the Company contained in the Amended Articles; (v) upon the issuance of any Common Shares or Confirmation Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Amended Articles; and (vi) each confirmation entered into by and between the Company and any Forward Purchaser in relation to any forward stock transaction (each, a “Forward Contract”) will not differ in any manner material to this opinion from the Form of Confirmation.

Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that:

 

1.

The Company is a corporation in existence under the laws of the State of North Carolina.

 

2.

The Operating Partnership is a limited partnership in existence under the laws of the State of North Carolina.

 

3.

The Company is the sole general partner of the Operating Partnership.

 

4.

Upon action by the Board of Directors of the Company 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 Sales Agreement, the Registration Statement and the Prospectus Supplement and by such Board of Directors action, such Common Shares will be validly issued, fully paid and nonassessable.

 

5.

The issuance and delivery by the Company of any Common Shares that may be issued, sold and/or delivered by the Company pursuant to any Forward Contract have been duly authorized and, when and if issued and delivered by the Company pursuant to the terms of the Sales Agreement, any applicable Forward Contract, the Registration Statement, the Prospectus and any resolutions adopted by the board of directors of the Company and the sole general partner of the Operating Partnership, such Common Shares will be validly, issued, fully paid and nonassessable.

The opinions set forth above are subject to (a) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (b) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of the specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.

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This opinion is limited to the laws of the State of North Carolina, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”) and to the use of our firm’s name in the Current Report. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

CJG

FRA