EXHIBIT 5.1

                                        December 12, 2001

General Growth Properties, Inc
110 North Wacker Drive
Chicago, Illinois 60606

         Re: General Growth Properties, Inc. Registration Statement on Form S-3

Gentlemen:

         As corporate counsel to General Growth Properties, Inc., a Delaware
corporation (the "Corporation"), we have assisted in the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement"), filed on December 13, 2001, under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
the following securities for an aggregate offering price not to exceed
$66,055,000: (i) shares of the Corporation's preferred stock, par value $100 per
share (the "Preferred Stock"), (ii) depositary shares representing entitlement
to all rights and preferences of a fraction of a share of Preferred Stock of a
specified series ("Depositary Shares"), (c) shares of the Corporation's common
stock, $.10 par value (the "Common Stock"), (d) warrants to purchase shares of
Common Stock (the "Common Stock Warrants"), and (e) debt securities of the
Corporation (the "Debt Securities," and collectively with the Preferred Stock,
the Depositary Shares, the Common Stock and the Common Stock Warrants, the
"Securities"). The Registration Statement relates to an increase in the
aggregate offering price of the Securities to be offered pursuant to the
offering registered in Registration Statement No. 333-37247.

         As such counsel, we have examined those agreements, certificates of
public officials, officers of the Corporation and other persons, records,
documents and matters of law that we have deemed relevant and necessary as a
basis for the opinions hereinafter expressed.

         Based upon and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that:

         1. With respect to shares of Preferred Stock, when both (A) the Board
of Directors of the Corporation or, to the extent permitted by Section 141(c) of
the General Corporation Law of the State of Delaware, a duly constituted and
acting committee thereof (such Board of Directors or committee being hereinafter
referred to as the "Board") has taken all necessary corporate action to approve
the issuance and terms of the Preferred Stock, the terms of the offering thereof
and related matters and, including the adoption of a Certificate of Designation
relating to such Preferred Stock (the "Certificate"), and the filing of the
Certificate with the Secretary of State of the State of Delaware and, (B)
certificates representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board
upon payment of the consideration therefor (not less than the par value of the
Preferred Stock) provided for therein, then the shares of Preferred Stock will
be legally issued, fully paid and nonassessable.

         2. With respect to shares of Common Stock, when both (A) the Board has
taken all necessary corporate action to approve the issuance of the shares of
Common Stock, the terms of the offering thereof and related matters, and (B)
certificates representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Common Stock) provided for therein or (ii) upon conversion or
exercise of any Warrant in accordance with the terms of the applicable Warrant
Agreement as approved by the Board, including, without limitation, payment of
the consideration specified in such Warrant Agreement (not less than the par
value of the Common Stock), or upon conversion of any convertible Preferred
Stock in accordance with the terms of the applicable Certificate as approved by
the Board for the consideration approved by the Board (not less than the par
value of the Common Stock), then the shares of Common Stock will be legally
issued, fully paid and nonassessable.

         3. With respect to Depositary Shares, when (A) the Board has taken all
necessary corporate action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof, and related matters, including the
adoption of a Certificate relating to the Preferred Stock underlying such
Depositary Shares and the filing of the Certificate with the Secretary of
State of the State of Delaware, (B) the Depositary Agreement or Agreements
relating to the Depositary Shares and the related Depositary Receipts have been
duly authorized and validly executed and delivered by the Corporation and the
Depositary appointed by the Corporation, (C) the shares of Preferred Stock
underlying such Depositary Shares have been deposited with a bank or trust
company (which meets the requirements for the Depositary set forth in the
Registration Statement) under the applicable Depositary Agreements, and (D) the
Depositary Receipts representing the Depositary Shares have been duly executed,
countersigned, registered and delivered in accordance with the appropriate
Depositary Agreement and the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the consideration
therefor provided for therein, the Depositary Shares will be legally issued.

         4. With respect to the Warrants, when (A) the Board has taken all
necessary corporate action to approve the creation of and the issuance and terms
of the Warrants, the terms of the offering thereof, and related matters, (B) the
Warrant Agreement or Agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Corporation and the Warrant
Agent appointed by the Corporation, and (C) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate Warrant Agreement or Agreements and
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein,
the Warrants will be legally issued.

         5. With respect to the Debt Securities, when (A) the Board has taken
all necessary corporate action to approve the specific terms and provisions of
each series of Debt Securities, the terms of the offering thereof, and related
matters, (B) the Indenture, including supplements thereto, relating to the Debt
Securities has been duly authorized and validly executed and delivered by the
Corporation and the Trustee appointed by the Corporation, (C) the Debt
Securities are duly executed, authenticated, issued and delivered upon receipt
of payment therefor in accordance with the terms of the Indenture and in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board, then the Debt Securities will be legally issued
and will constitute valid and binding obligations of the Corporation entitled to
the benefits of the Indenture, except as enforceability may be limited by (a)
applicable bankruptcy, insolvency, moratorium, reorganization or other similar
laws relating to or affecting enforcement of creditors' rights generally and (b)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or equity).

         The opinions expressed above are subject in all respects to the
following assumptions, exceptions and qualifications.

         a.    We have assumed that (i) all information contained in all
               documents reviewed by this firm is true and correct, (ii) all
               signatures on all documents reviewed by this firm are genuine,
               (iii) all documents submitted to this firm as originals are true
               and complete, (iv) all documents submitted to this firm as copies
               are true and complete copies of the originals thereof, (v) each
               natural person signing any document reviewed by this firm had the
               legal capacity to do so, and (vi) each person signing in a
               representative capacity any document reviewed by this firm had
               authority to sign in such capacity.

         b.    We have assumed that (i) the Registration Statement and any
               amendments thereto (including post-effective amendments) will
               have become effective under the Act and comply with all
               applicable laws; (ii) the Registration Statement will be
               effective and will comply with all applicable laws at the time
               the Securities are offered or issued as contemplated by the
               Registration Statement (if such offering or issuance requires the
               delivery of a prospectus under the Act or pursuant to any other
               law); (iii) a Prospectus Supplement will have been prepared and
               filed with the Securities and Exchange Commission describing the
               Securities offered thereby and General Growth Properties, Inc.
               will comply with all applicable laws; (iv) all Securities will be
               issued and sold in compliance with applicable federal and state
               securities laws and in the manner stated in the Registration
               Statement and the appropriate Prospectus Supplement; (v) a
               definitive purchase, underwriting or similar agreement with
               respect to any Securities offered or issued will have been duly
               authorized and validly executed and delivered by the Corporation
               and the other parties thereto; and (vi) any shares of Common
               Stock issuable upon conversion or exercise of any Warrant or upon
               conversion of any convertible Preferred Stock being offered or
               issued will be duly authorized, created and reserved for issuance
               upon such exercise or conversion.

         c.    We express no opinion as to the requirements of or compliance
               with federal or state securities laws or regulations.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that our firm
is, or the members thereof are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

         This opinion may not, without our prior written consent, be used or
relied upon by any person other than the addressee.

         We note that Marshall Eisenberg, a partner of our firm, is the
Secretary of the Corporation and that certain partners of, and lawyers
associated with, our firm and members of their families, currently own shares of
the Corporation's Common Stock. No knowledge is to be imputed to this firm by
virtue of Mr. Eisenberg's position as Secretary of the Corporation.

                                             Very truly yours,

                                             /s/ Neal, Gerber & Eisenberg