BRUSSELS                                        FOLEY & LARDNER
CHICAGO                                         ATTORNEYS AT LAW
DENVER
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
ORLANDO
SACRAMENTO
SAN DIEGO/DEL MAR
SAN FRANCISCO
TALAHASSEE
TAMPA
WASHINGTON, D.C.
WEST PALM BEACH


                                December 10, 2001


Regency Centers, L.P.
121 West Forsyth Street
Suite 200
Jacksonville, Florida   32202

         Re:      Registration Statement on Form S-3

Gentlemen:

         This opinion is being furnished in connection with the Registration
Statement on Form S-3 of Regency Centers, L.P. (the "Issuer") and Regency
Centers Corporation, as guarantor ("Regency"), under the Securities Act of 1933,
as amended (the "Securities Act"), for the issuance of (a) $20,000,000 aggregate
principal amount of 7.25% Notes Due December 12, 2011 of the Issuer (the
"Notes") and (b) the guarantee of Regency with respect to the Notes (the
"Guarantees"), to be issued against payment therefor.

         In connection with the issuance of such securities, we have examined
and are familiar with: (a) the agreements of limited partnership of the Issuer,
as presently in effect, (b) the articles of incorporation and bylaws of Regency,
as presently in effect, (c) the proceedings of and actions taken by the Board of
Directors of Regency, as general partner of the Issuer, in connection with the
issuance and sale of the Notes, (d) the proceedings of and actions taken by the
Board of Directors of Regency, on its own behalf, in connection with the
issuance of the Guarantees and (e) such other records, certificates and
documents as we have considered necessary or appropriate for purposes of this
opinion.

        1.      The Notes have been duly authorized, and when duly executed,
authenticated, issued and delivered against payment therefor, will constitute
valid and legally binding obligations of the Issuer enforceable in accordance
with their terms, subject, as to enforcement, to bankruptcy, fraudulent
transfer, equitable subordination, fair dealing, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.


FOLEY & LARDNER                                            CLIENT/MATTER NUMBER
THE GREENLEAF BUILDING                                     040521-0102
200 LAURA STREET
JACKSONVILLE, FLORIDA  32202-3510
P.O. BOX 240
JACKSONVILLE, FL  32201-0240

TEL:  904.359.2000
FAX:  904.359.8700
WWW.FOLEYLARDNER.COM






Regency Centers, L.P.
December 10, 2001
Page 2


        2.      The Guarantees have been duly authorized, and when duly
executed, issued and delivered by Regency and, when the Notes have been issued
and authenticated, will constitute valid and legally binding obligations of
Regency enforceable in accordance with their terms, subject, as to enforcement,
to bankruptcy, fraudulent transfer, equitable subordination, fair dealing,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

         We assume no obligation to supplement this opinion letter if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinions expressed herein after the date hereof.

         We hereby consent to the inclusion of this opinion as Exhibit 5 in said
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus and any supplements thereto. In giving this
consent we do not hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.

                                       Sincerely,

                                       FOLEY & LARDNER



                                       By:   /s/ Miriam K. Greenhut
                                          --------------------------------------