EXHIBIT 5.1


                                  February
                                  20th
                                  1 9 9 8

     
                                                                    528,715-096


The Macerich Company
233 Wilshire Boulevard
Suite 700
Santa Monica, CA  90401

          Re:  Sale of 1,826,484 Shares of Common Stock of The Macerich Company
               (the "Company")

Ladies and Gentlemen:

          We have acted as your special counsel in connection with the 
issuance and sale of 1,826,484 shares (the "Shares") of Common Stock, $.01 
par value per share, by the Company pursuant to an Underwriting Agreement 
dated February 18, 1998 (the "Underwriting Agreement") between A. G. Edwards 
& Sons, Inc. and the Company.  The Shares are registered pursuant to the 
Registration Statement on Form S-3, File No. 333-21157, as amended, (the 
"Registration Statement"), filed by the Company with the Securities and 
Exchange Commission in connection with the registration of up to $500,000,000 
aggregate offering price of securities. We are familiar with the proceedings 
heretofore taken by the Company in connection with the authorization, 
registration, issuance and sale of the Shares.

          On the basis of the foregoing and in reliance thereon and our 
consideration of such other matters of fact and questions of law as we have 
deemed relevant in the circumstances, we are of the opinion that, subject to 
the assumptions and limitations set forth herein, upon payment for and 
delivery of the Shares in accordance with the terms of the Underwriting 
Agreement, such Shares will be validly issued, fully paid and nonassessable.

          The law covered by this opinion is limited to the present Maryland 
General Corporation Law.  We express no opinion as to the laws of any other 
jurisdiction and no opinion regarding statutes, administrative decisions, 
rules or regulations of any county, municipality or special political 
subdivision or other local authority.

          We have, with your approval, assumed that the signatures on all 
documents examined by us are genuine, that all 




items submitted as originals are authentic, and that all items submitted as 
copies conform to the originals, assumptions which we have not independently 
verified.

          We consent to the filing of this opinion as an exhibit to the 
Company's Current Report on Form 8-K, event date February 18, 1998, and the 
use to the name of our firm therein.

                                   Respectfully submitted,


                                   /s/ O'MELVENY & MYERS LLP