Exhibit 5 OPINION RE LEGALITY
[Letterhead of Wilkie Farr & Gallager]
March 15, 2002
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Re: CBL & Associates Properties, Inc.
---------------------------------
Ladies and Gentlemen:
We have acted as counsel to CBL & Associates Properties, Inc., a Delaware
corporation (the "Company"), and CBL & Associates Limited Partnership, a limited
partnership formed under the laws of the State of Delaware (the "Operating
Partnership"), in connection with the preparation of (i) the Company's
registration statement on Form S-3 (Securities Act File No. 333-47041) filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), on February 27, 1998, as amended
by Amendment No. 1 thereto, filed with the Commission on March 23, 1998 (as
amended, the "Registration Statement") and (ii) the Company's Prospectus
Supplement, dated March 11, 2002, and accompanying Prospectus, dated March 23,
1998 (collectively, the "Prospectus"), relating to the public offering of an
aggregate of 3,352,770 shares (the "Offered Shares") of the Company's Common
Stock, par value $.01 per share. Any reference to the Prospectus shall be deemed
to refer to and include any documents filed by the Company after the date of the
Registration Statement under the Securities Exchange Act of 1934, as amended.
In connection with rendering the opinions expressed herein, we have examined
copies of the Amended and Restated Certificate of Incorporation, as amended and
Amended and Restated Bylaws of the Company, the Certificate of Limited
Partnership of the Operating Partnership, as amended, and the Second Amended and
Restated Partnership Agreement of the Operating Partnership dated June 30, 1998,
as amended, the Certificate of Incorporation and Bylaws of CBL Holdings I, Inc.,
a Delaware corporation, the Certificate of Incorporation and Bylaws of CBL
Holdings II, Inc., a Delaware corporation, the Amended and Restated Certificate
of Incorporation of CBL & Associates Management, Inc., a Delaware corporation,
the Registration Statement, the Prospectus and other corporate and partnership
records and documents that we have deemed necessary for the purpose of this
opinion. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to our opinion, we have relied on statements and certificates of
officers of the Company and public officials.
Based upon and subject to the foregoing, we are of the opinion that the Offered
Shares have been duly authorized for issuance by the Company, and that upon
issuance and delivery in accordance with the Prospectus Supplement, the Offered
Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Prospectus
Supplement. We also consent to the reference to Willkie Farr & Gallagher under
the caption "Validity of the Common Stock" in the Prospectus Supplement. In
giving such consent, we do not consider that we are "experts" within the meaning
of the term used in the Act, as amended, or the rules and regulations of the
Commission promulgated thereunder, with respect to any part of the Prospectus
Supplement, including this opinion as an exhibit or otherwise.
We express no opinion as to the laws of any jurisdiction outside the United
States or as to the laws other than those of the State of New York or the
corporate or partnership laws of the State of Delaware.
This letter and the opinions expressed herein are being furnished solely for
your information and may not be relied upon by any other person without our
prior written consent.
Very truly yours,
/s/ Willkie Farr & Gallagher
WILLKIE FARR & GALLAGHER