Exhibit 8.1



                               February 24, 1999



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


Ladies and Gentlemen:

     You have requested our opinions as tax counsel to Regency Centers, L.P.
(the "Partnership") and Regency Realty Corporation (the "Company") concerning
the federal income tax consequences in connection with the registration
statement on Form S-3, filed with the Securities and Exchange Commission on the
date hereof (which registration statement is hereinafter referred to as the
"Registration Statement") registering debt securities which may be sold from
time to time (the "Notes") and with respect to qualification of the Company as a
real estate investment trust (a "REIT") for federal income tax purposes.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement.

     In connection with the opinions rendered below, we have reviewed the
Registration Statement, the agreement of limited partnership of the Partnership,
the articles of incorporation and bylaws of the Company and such other documents
that we deemed relevant.  The opinions expressed in this letter are based upon
certain factual representations set forth in the Registration Statement and in
certificates of officers of the Company.

     In connection with the opinions rendered below, we have assumed generally
that:

     1.   each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended;

     2.   during its short taxable year ended December 31, 1993 and subsequent
taxable years, the Company has operated and will continue to operate in such a
manner that makes and 

 
Regency Centers, L.P.
February 24, 1999
Page 2


will continue to make the factual representations contained in a certificate,
dated as of the date hereof and executed by a duly appointed officer of the
Company (the "Officer's Certificate"), true for such years;

     3.   the Company will not make any amendments to its organizational
documents or to the organizational documents of Regency Realty Group, Inc., a
Florida corporation ("Management Company"), or the Partnership, after the date
of this opinion that would affect its qualification as a REIT for any taxable
year;

     4.   no actions will be taken by the Company or Management Company after
the date hereof that would have the effect of altering the facts upon which the
opinion set forth below is based.

     In connection with the opinions rendered below, we also have relied upon
the correctness of the factual representations contained in the Officer's
Certificate.

     Based solely on the documents and assumptions set forth above and the
factual representations set forth in the Officer's Certificate, and without
further investigation, we are of the opinion that the summaries set forth in the
prospectus (the "Prospectus") included as part of the Registration Statement
under the caption "Federal Income Tax Considerations" is accurate in all
material respects as to matters of law and legal conclusions.  In addition,
based upon and subject to the foregoing, we confirm our specific opinions in the
Prospectus under the caption "Federal Income Tax Considerations".

     The foregoing opinions are based on current provisions of the Code and the
Treasury regulations thereunder (the "Regulations"), published administrative
interpretations thereof, and published court decisions, all of which are subject
to change either prospectively or retroactively.  The Internal Revenue Service
has not issued Regulations or administrative interpretations with respect to
various provisions of the Code relating to REIT qualification. No assurance can
be given that the law will not change in a way that will prevent the Company
from qualifying as a REIT or that may change the other legal conclusions stated
herein.

     The foregoing opinion is limited to the U.S. federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any other
country, or any state or locality.  We undertake no obligation to update the
opinion expressed herein after the date of this letter.

 
Regency Centers, L.P.
February 24, 1999
Page 3


     We hereby consent to the inclusion of this opinion as Exhibit 8.1 in said
Registration Statement and to the reference to this firm under the captions
"Federal Income Tax Considerations" and "Legal Matters" in the Prospectus.  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