EXHIBIT 5.1

December 14, 1998


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

Re:                                                          SALE OF 1,400,000 
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 1,400,000 shares (the "Shares") of Common Stock, $.01 par value per
share, by the Company pursuant to an Underwriting Agreement dated December 9,
1998 (the "Underwriting Agreement") among Morgan Stanley & Co. Incorporated and
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 December 9, 1998, and the use
to the name of our firm therein.

                                       Respectfully submitted, 
                                       /s/ O'Melveny & Myers LLP