EXHIBIT 5.1


                                February 4, 2002


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

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

Ladies and Gentlemen:

         As corporate counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), we have assisted in the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the offer
and sale from time to time, pursuant to Rule 415 under the Securities Act, of
the following securities in one or more series: (i) common stock of the Company,
par value $.10 per share ("Common Stock"), (ii) preferred stock of the Company,
par value $100 per share (the "Preferred Stock"), (iii) depositary shares, each
representing a fractional interest in a share of Preferred Stock ("Depositary
Shares"), to be evidenced by depositary receipts (the "Depositary Receipts")
issued pursuant to a deposit agreement among the Company, a bank or trust
company selected by the Company to act as a depositary (the "Depositary") and
the holders from time to time of the Depositary Receipts (the "Deposit
Agreement"), (iv) debt securities of the Company ("Debt Securities"), consisting
of debentures, notes and/or other evidences of indebtedness, (v) warrants to
purchase Common Stock, Preferred Stock, Depositary Shares, Debt Securities or
any combination thereof ("Warrants"), (vi) stock purchase contracts, including
contracts obligating holders to purchase shares of Common Stock, Preferred Stock
or Depositary Shares at a future date or dates ("Purchase Contracts"), and (vii)
units consisting of a Purchase Contract and Debt Securities, Preferred
Securities or debt obligations of third parties, in each case securing the
holder's obligation under a Purchase Contract ("Units,", and together with the
Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants and
Purchase Contracts, the "Securities").

         As such counsel, we have examined those agreements, certificates of
public officials, officers of the Company 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. When (i) the registration requirements of the Securities Act have
been complied with, (ii) appropriate corporate action has been taken by the
Company to authorize the issuance of Common Stock, (iii) Common Stock shall have
been duly issued and sold by the Company against payment therefor in accordance
with such corporate action and in the manner contemplated by the Registration
Statement, and (iv) if issued in physical form, certificates representing shares
of Common Stock have been duly executed by the duly authorized officers of the
Company in accordance with applicable law or, if issued in book entry form, an
appropriate account statement evidencing shares of Common Stock credited to the
purchaser's account maintained with the Company's transfer agent for Common
Stock has been issued by said transfer agent, such Common Stock will be validly
issued, fully paid and nonassessable (provided that the consideration paid
therefor is not less than the par value thereof).

         2. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the forms of the Preferred Stock and the Depositary
Shares and the final terms thereof have been duly approved or established by
appropriate corporate action taken by the Company (including the filing of the
certificate of designations relating to the Preferred Stock with the Delaware
Secretary of State), (iii) the Preferred Stock and the Depositary Shares have
been duly issued and sold against payment therefor in accordance with such
corporate action and in the manner contemplated by the Registration Statement
and (iv), with respect to the Depositary Shares only,








the Depositary has duly executed the Depositary Receipts in accordance with the
terms of the Deposit Agreement (the Company having deposited the Preferred Stock
with the Depositary pursuant to the Deposit Agreement), the Preferred Stock will
be validly issued, fully paid and nonassessable (provided that the consideration
paid therefor is not less than the par value thereof), will not have been issued
in violation of or subject to any preemptive rights, and will have the rights
set forth in the Company's Second Amended and Restated Certificate of
Incorporation, as then amended, including the amendment effected by the
Certificate of Designations relating to the Preferred Stock, and the Depositary
Shares will represent legal and valid interests in the shares of Preferred
Stock.

         3. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the indenture between the Company and the trustee
pursuant to which the Debt Securities are to be issued (the "Indenture") has
been qualified under the United States Trust Indenture Act of 1939, as amended
(the "TIA"), (iii) the form or forms of the Debt Securities and the final terms
thereof have been duly approved or established by appropriate corporate action
taken by the Company and in accordance with the terms of the Indenture, and (iv)
the Debt Securities have been duly executed, authenticated, completed, issued
and delivered against payment therefor in accordance with such corporate action,
the Indenture and in the manner contemplated by the Registration Statement, the
Debt Securities will thereupon be legally issued and binding obligations of the
Company.

         4. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Warrants and
(iii) Warrants with such terms are duly executed, attested, issued and delivered
by duly authorized officers of the Company against payment in the manner
provided for in the warrant agreement pursuant to which the Warrants are to be
issued and such corporate action, such Warrants will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         5. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Purchase
Contracts and (iii) the Purchase Contracts with such terms are duly executed,
attested, issued and delivered by duly authorized officers of the Company
against payment therefor in the manner provided for in the Purchase Contracts
and such corporate action, such Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         6. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Units and
(iii) the Units with such terms are duly executed, attested, issued and
delivered by duly authorized officers of the Company against payment therefor in
the manner provided for in the agreement pursuant to which the Units are to be
issued and such corporate action, such Units will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.

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

                  a. We express no opinion as to the applicability of,
         compliance with, or effect of (i) any bankruptcy, insolvency,
         reorganization, fraudulent transfer, fraudulent conveyance, moratorium
         or other similar law or judicially developed doctrine in this area
         (such as substantive consolidation or equitable subordination)
         affecting the enforcement of creditors' rights generally, (ii) general
         principles of equity (regardless of whether enforcement is considered
         in a proceeding in equity or at law) and (iii) public policy
         considerations which may limit the rights of parties to obtain certain
         remedies.

                  b. 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.




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         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in 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 Securities Act or the rules and
regulations of the Securities and Commission issued thereunder.

         Please be advised that Marshall E. Eisenberg, a partner of our firm, is
the Secretary of the Company and certain of its affiliates and that certain
partners of our firm and attorneys associated with our firm and members of their
respective families and/or trusts for their benefit are stockholders of or are
beneficial owners of equity securities of the Company or are trustees (or
officers, directors or stockholders of trustees) of stockholders of the Company
or its affiliates.

                                                 Very truly yours,

                                                 /s/ NEAL, GERBER & EISENBERG






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