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Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
July 19, 2000
CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Ladies and Gentlemen:
We have acted as counsel to CBL & Associates Properties, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"), with respect
to the Company's Form S-8 Registration Statement (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission on or
about July 19, 2000. The Registration Statement relates to the registration
under the Securities Act of 1933, as amended, by the Company of an additional
1,200,000 shares (the "Shares") of Common Stock, par value $0.01 per share,
authorized to be granted or issued upon exercise of stock options to be granted
under the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan, as
amended (the "Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion. In such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.
Based on the foregoing, we hereby inform you that, in our opinion, the Shares
have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Plan for consideration in excess of $0.01 per
share, will be validly and legally issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
We are members of the Bar of the State of New York and do not purport to be
experts in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America. This opinion is furnished to you solely for your
information in connection with the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
Very truly yours,
/s/ Willkie Farr & Gallagher
Willkie Farr & Gallagher
