EXHIBIT 5.1

                                  June 5, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      General Growth Properties, Inc.
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We are counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), and in such capacity we have assisted in the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to 3,000,000
shares of the Company's Common Stock, par value $.10 per share (the "Common
Stock"), that may be issued from time to time pursuant to the Company's 2003
Incentive Stock Plan (the "Plan").

         In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the
Company, as we have deemed necessary or appropriate for the purposes of this
opinion. In such examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as conformed
or photostatic copies.

         Based upon the foregoing, we are of the opinion that (i) the issuance
by the Company pursuant to the Plan of the 3,000,000 shares of Common Stock that
are registered on the Registration Statement has been duly and validly
authorized by all necessary corporate action on the part of the Company and (ii)
when issued and paid for as described in the Plan and the applicable agreements
thereunder, such shares will be duly and validly issued and outstanding, fully
paid and non-assessable shares of Common Stock.

         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.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,


                                /s/ NEAL, GERBER & EISENBERG