EXHIBIT 5.1


                                  May
                                  29th
                                  1 9 9 8





                                                                    528,715-096


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

          Re:  Sale of 1,864,802 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 1,864,802 shares (the "Shares") of Common Stock, $.01 par value per
share, by the Company pursuant to an Underwriting Agreement dated May 27, 1998
(the "Underwriting Agreement") between PaineWebber 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.



          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 May 27, 1998, and the use to
the name of our firm therein.

                                        Respectfully submitted,


                                        /s/ O'MELVENY & MYERS LLP