EXHIBIT 5.1


                                     April
                                     28th
                                     1 9 9 8


              
                                                              528,715-096


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

         Re:  Sale of 967,255 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 967,255 shares (the "Shares") of Common Stock, $.01 par 
value per share, by the Company pursuant to an Underwriting Agreement dated 
April 23, 1998 (the "Underwriting Agreement") between Merrill Lynch, Pierce, 
Fenner & Smith Incorporated 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.

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         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 April 23, 1998,
and the use to the name of our firm therein.

                                  Respectfully submitted,


                                  /s/ O'MELVENY & MYERS LLP

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