[O'Melveny & Myers LLP Letterhead]

December 20, 1998

The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401

          Re:  Registration on Form S-8 of The Macerich Company

Gentlemen:

     In connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be
submitted by The Macerich Company (the "Company") to the
Securities and Exchange Commission with respect to The Macerich
Property Management Company Profit Sharing Plan (the "Plan"), you
have requested our opinion as to whether the provisions of the
written documents constituting the Plan comply with the
requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").  We consent to the use of this
opinion as an exhibit to the Registration Statement.

     We have been advised by you that the Plan, as adopted on
January 1, 1984 and amended December 12, 1994, received a
favorable determination letter, dated July 18, 1995, from the
Internal Revenue Service (the "Service") that the Plan satisfied
the requirements of the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations thereunder, the Tax Reform Act of
1986, and subsequent legislation (the "Determination Letter").
We have also been advised by you that certain other Plan
amendments have been adopted in the form of an amendment to and
restatement of the Plan effective as of February 1, 1999, and
that the amendments reflected in the restated Plan document of
that date will be submitted to the Service on an Application for
Determination for Employee Benefit Plan.  You have advised us
that the Plan will be timely amended within the applicable
remedial amendment period with respect to any additional
amendments required by the Service as a condition to granting a
favorable determination letter with respect to such amendments.

     Based on the foregoing, and our examination of the Plan and
accompanying trust, it is our opinion that the form of the Plan
satisfies the essential substantive requirements of ERISA and the
Code.  Our opinion and any determination letter issued by the
Service covers only the form of the Plan and leaves open the
question of whether, in operation, the Plan is qualified.

                              Respectfully submitted,
                              /s/ O'Melveny & Myers LLP