JAECKLE FLEISCHMANN & MUGEL, LLP
ATTORNEYS AT LAW
12 FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL 716.856.0600 FAX 716.856.0432
Exhibit 8
April 29, 2008
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi
39201
Re:
Certain Federal Income
Tax Matters
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
issuance of
1,050,000 shares of common stock pursuant to an Underwriting
Agreement dated April
24, 2008 between the Company and Merrill Lynch, Pierce,
Fenner & Smith
Incorporated. For the
purposes of this Opinion Letter, the term
"Subsidiary" means any
corporation, limited
partnership or limited
liability
company for
which the Company owns fifty percent (50%) or more of the
outstanding equity
interests.
Capitalized
words and phrases not otherwise
defined in this letter shall have the same meanings and definitions
as they have
in the Underwriting Agreement.
In
rendering this opinion, we have reviewed such records of the
Company and
its Subsidiaries
as we have deemed
necessary in order to
enable us to furnish
our opinion, including
the following records:
(i) the Underwriting
Agreement;
(ii) the Registration Statement, as amended and supplemented,
and any documents
incorporated therein
or exhibits; (iii) the
Preliminary
Prospectus
(iv) the
Final Prospectus (v)
the Company's Articles
of Incorporation as filed with the
Secretary of State of Maryland, and the Certificate of
Incorporation
or other
organizational
documents of each
Subsidiary, as
amended; (vi) the
Company's
Bylaws and the Bylaws of each Subsidiary, as amended; (vii) the partnership
agreements for
partnerships
or joint ventures in which the Company or a
Subsidiary is a partner; (viii) the operating agreements for limited
liability
companies in which
the Company or a Subsidiary is a member; and (ix) the
Company's Federal
Income Tax
Returns for the years
ended December 31, 1997
through December 31, 2006.
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 re
