Exhibit 4
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Jaeckle Fleischmann & Mugel, LLP
A T T O R N E Y S A T L A W
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292 USA
TEL (716) 856-0600 FAX (716) 856-0432
June 19, 1998
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201
Re: EastGroup Properties, Inc.; Sale and Issuance of
1,725,000 Shares of 9.00% Series A Cumulative
Redeemable Preferred Stock
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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 preparation of its Registration Statement on Form S-3 (No. 333-29193), a
Prospectus dated June 23, 1997 included in the Registration Statement (the
"Prospectus") and a Prospectus Supplement dated June 12, 1998 (the "Prospectus
Supplement"), in connection with the offering of the Company's 9.00% Series A
Cumulative Redeemable Preferred Stock, $0.0001 par value.
In rendering this opinion, we have reviewed (i) the Prospectus; (ii)
the Prospectus Supplement; (iii) the Registration Statement; (iv) the Company's
Charter and the Certificates of Incorporation or other organizational documents
of each subsidiary, as amended; (v) the Company's Bylaws and the Bylaws of each
subsidiary of the Company, as amended; (vi) the partnership agreements for
partnerships in which the Company or a subsidiary is a partner; (vii) the
operating agreements for limited liability companies in which the Company or a
subsidiary is a member; and (viii) the Company's Federal Income Tax Returns for
the years ended December 31, 1995 and December 31, 1996.
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
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201
June 19, 1998
Page 2
personal property included in its or its subsidiaries' real property leases; the
income generated from subleases of its real property; and other matters which we
deemed relevant and upon which we rely for purposes of rendering this opinion.
Furthermore, in rendering this opinion we have relied upon a
certificate of an officer of the Company. Although we have not independently
verified the truth, accuracy or completeness of the factual representations
contained in the 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.
Based upon the foregoing, we are of the opinion that, commencing with
the taxable year ending December 31, 1988, the Company has continuously been
organized and operated in conformity with the requirements for qualification as
a "real estate investment trust" under the Internal Revenue Code of 1986, as
amended (the "Code"). The Company's method of operation will permit it to
continue to meet the requirements for taxation as a "real estate investment
trust" under the Code. The federal income tax treatment described in (i) the
Prospectus under the caption "Federal Income Tax Consequences" and (ii) the
Prospectus Supplement under the caption "Certain Federal Income Tax
Considerations" is accurate.
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 or the
Registration Statement and this letter will continue to be accurate in the
future. In addition, our opinions are based on the Code and the regulations
thereunder, 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 thereunder.
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201
June 19, 1998
Page 3
We consent to the incorporation by reference of this opinion letter as
an exhibit to the Registration Statement.
Very truly yours,
JAECKLE FLEISCHMANN & MUGEL, LLP