EXHIBIT (8)
JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
12 FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL 716-856-0600 FAX 716-856-0432
March 30, 2005
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
We are legal counsel to EastGroup Properties, Inc., a Maryland corporation
(the "Company"), and have represented the Company in connection with the
issuance of 800,000 shares of common stock pursuant to an Underwriting Agreement
dated March 28, 2005 between the Company and Citigroup Global Markets Inc. For
the purposes of this Opinion Letter, the term "Subsidiary" means any
corporation, limited partnership or limited liability company for which the
Company owns fifty percent (50%) or more of the outstanding equity interests.
In rendering this opinion, we have reviewed (i) the Prospectus constituting
a part of the Company's Registration Statement on Form S-3 (No. 333-109769)
("Prospectus"); (ii) the Company's Prospectus Supplement dated March 28, 2005;
(iii) the Company's Articles of Incorporation as filed with the Secretary of
State of Maryland, and the Certificate of Incorporation or other organizational
documents of each Subsidiary, as amended; (iv) the Company's Bylaws and the
Bylaws of each Subsidiary, as amended; (v) the partnership agreements for
partnerships or joint ventures in which the Company or a Subsidiary is a
partner; (vi) the operating agreements for limited liability companies in which
the Company or a Subsidiary is a member; and (vii) the Company's Federal Income
Tax Returns for the years ended December 31, 1997 through December 31, 2003.
We have reviewed with management of the Company the investments and
operations of the Company and its Subsidiaries. We have also reviewed certain
documents of the Company and its Subsidiaries relating to the ownership and
operation of selected real estate properties and other investments, including
management agreements and partnership agreements relating to such properties and
forms of leases relating to the Company's or its Subsidiaries' interest in such
properties, and we rely upon representations made to us by management of the
Company that such documents are representative of those existing and in effect
with respect to other properties of the Company and its Subsidiaries. Our
discussions with management focused on, among other things, the number and
holdings of stockholders of the Company; the actual and proposed distribution
policy of the Company; various record keeping requirements; the composition of
the assets of the Company; the magnitude of personal property included in its or
its Subsidiaries' real property leases; the income generated from subleases of
its real property; the services rendered to the Company's tenants and
non-tenants; and other matters which we
EastGroup Properties, Inc.
March 30, 2005
Page 2
deem relevant and upon which we rely for purposes of rendering this opinion.
Furthermore, where such factual representations involve terms defined in the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
thereunder (the "Regulations"), published rulings of the Internal Revenue
Service (the "Service"), or other relevant authority, we have explained such
terms to the Company's representatives and are satisfied that the Company's
representatives understand such terms and are capable of making such factual
representations.
In rendering this opinion we have relied, as to factual matters, upon a
certificate of an officer of the Company (the "Officer's Certificate"). Although
we have not independently verified the truth, accuracy or completeness of the
factual representations contained in the Officer's Certificate and the
underlying assumptions upon which they are based, after reasonable inquiry and
investigation, nothing has come to our attention that would cause us to question
them.
Based upon the foregoing, we are of the opinion that: (1) the Company has
been organized and has operated in conformity with the requirements for
qualification and taxation as a REIT for each of its taxable years beginning
with the taxable year ended December 31, 1997 through December 31, 2004, and its
current organization and proposed method of operation will enable it to continue
to meet the requirements for qualification and taxation as a REIT for the
taxable year 2005 and thereafter; and (2) the statements under the captions
"Risk Factors--Other Risks-- We May Fail to Qualify as a REIT" in the Prospectus
and "Material United States Federal Income Tax Consequences" in the Prospectus
Supplement have been reviewed by counsel and, to the extent they constitute
descriptions of legal matters or legal conclusions, are accurate in all material
respects.
We note, however, that the ability of the Company to qualify as a real
estate investment trust for any year will depend upon future events, some of
which are not within the Company's control, and it is not possible to predict
whether the facts set forth in the Registration Statement, the Prospectus
Supplement, the Officer's Certificate and this Opinion Letter will continue to
be accurate in the future. In addition, our opinions are based on the Code and
the regulations thereunder, and the status of the Company as a real estate
investment trust for federal income tax purposes may be affected by changes in
the Code and such regulations.
We consent to being named as Counsel to the Company in the Registration
Statement and the Prospectus Supplement, to the references in the Registration
Statement and the Prospectus Supplement to our firm and to the inclusion of a
copy of this Opinion Letter as an exhibit to the Company's Current Report on
Form 8-K.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP