Exhibit 8.1
May 19, 2009
EastGroup Properties, Inc.
Suite 400
190 East Capitol Street
Jackson, MS 39201-2152
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 up to 1,600,000 shares of common stock (the "Shares") pursuant to a
Sales Agency Financing Agreement dated May 19, 2009 between the Company and BNY
Mellon Capital Markets, LLC. 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 Company's Registration
Statement on Form S-3 (No. 333-159328) and the Prospectus filed therewith (the
"Prospectus") and the Company's Prospectus Supplement dated May 19, 2009 (the
"Prospectus Supplement"); (ii) 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; (iii) the
Company's Bylaws and the Bylaws of each Subsidiary, as amended; (iv) the
partnership agreements for partnerships or joint ventures in which the Company
or a Subsidiary is a partner; (v) the operating agreements for limited liability
companies in which the Company or a Subsidiary is a member; and (vi) the
Company's Federal Income Tax Returns for the years ended December 31, 1997
through December 31, 2007.
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'
EastGroup Properties, Inc.
May 19, 2009
Page 2
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.
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. 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, 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.
Based upon the foregoing, we are of the opinion that: (1) for its taxable
years ended December 31, 1997 through December 31, 2008, the Company has
continuously been organized and has operated in conformity with the requirements
for qualification as a "real estate investment trust" under the Code; (2) the
Company's current and proposed organization and method of operation will permit
it to continue to meet the requirements for taxation as a "real estate
investment trust" under the Code for its 2009 taxable year and thereafter; and
(3) the federal income tax discussion described in the Prospectus under the
caption "Material United States Federal Income Tax Consequences" is accurate and
fairly presents the federal income tax considerations that are likely to be
material to a holder of the Shares referred to therein.
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 Prospectus, 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,
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 the 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,
/s/ Jaeckle Fleischmann & Mugel, LLP