JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
12 FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL 716.856.0600 FAX 716.856.0432
Exhibit 8
September 13, 2006
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 1,437,500 shares of common stock pursuant to an Underwriting
Agreement dated September 7, 2006 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. 333-134959)
filed June 12, 2006 ("Prospectus"); (ii) the Company's Prospectus Supplement
dated September 7, 2006, (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, 2004.
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
EastGroup Properties, Inc.
September 13, 2006
Page 2
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 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, 2005, 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 2006 and thereafter; and (2) the statements under the caption
"Material United States Federal Income Tax Consequences" in the Prospectus 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.
EastGroup Properties, Inc.
September 13, 2006
Page 3
Very truly yours,
/s/ Jaeckle Fleischmann & Mugel, LLP