EX-5.1 4 k95944exv5w1.txt OPINION OF HONIGMAN MILLER SCHWARTZ AND COHN LLP HONIGMAN (313) 465-7000 HONIGMAN MILLER SCHWARTZ AND COHN LLP FAX: (313) 465-8000 ATTORNEYS AND COUNSELORS WWW.HONIGMAN.COM Exhibit 5.1 June 8, 2005 Taubman Centers, Inc. 200 East Long Lake Road, Suite 300 Bloomfield Hills, Michigan 48303 Ladies and Gentlemen: We have acted as counsel to Taubman Centers, Inc., a Michigan corporation (the "Company"), in connection with the public offering (the "Offering") of up to 3,680,000 shares of the Company's 7.625% Series H Cumulative Redeemable Preferred Stock (the "Shares"), pursuant to a Registration Statement on Form S-3 (No. 333-35433) (the "Registration Statement"). Based upon our examination of such documents and other matters as we deem relevant, it is our opinion that the Shares to be offered by the Company pursuant to the Registration Statement have been duly authorized and, when issued and sold by the Company as described in the Registration Statement, in the amount approved by the Company, against payment therefor, will be validly issued, fully paid and nonassessable We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the identification of our firm as counsel to the Company in the section of the Registration Statement entitled "Legal Matters." In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Honigman Miller Schwartz and Cohn LLP HONIGMAN MILLER SCHWARTZ AND COHN LLP DJK/LZM/DZF 2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT, MICHIGAN 48226 - 3506 DETROIT - LANSING - OAKLAND COUNTY