Exhibit 5.1

August 14, 2009

Board of Directors

Tanger Factory Outlet Centers, Inc.

3200 Northline Avenue, Suite 360

Greensboro, North Carolina 27408

Re:           Registration Statement on Form S-3

of Tanger Factory Outlet Centers, Inc. and

Tanger Properties Limited Partnership

Ladies and Gentlemen:

We have served as counsel to Tanger Factory Outlet Centers, Inc. (the "Company") and Tanger Properties Limited Partnership (the “Operating Partnership”), with respect to certain aspects of North Carolina law, in connection with the Company’s sale to the underwriters (the “Underwriters”) of 3,450,000 shares (the “Common Shares”) of the Company’s common shares, par value $0.01 per share pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on July 2, 2009 (Registration No. 333-160433) (as so filed and as amended, the “Registration Statement”), a base prospectus dated July 2, 2009 (the “Base Prospectus”), a preliminary prospectus supplement dated August 10, 2009 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Preliminary Prospectus), a prospectus supplement dated August 11, 2009 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated August 11, 2009 among representatives of the several Underwriters named in the agreement, the Company and the Operating Partnership (the “Underwriting Agreement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Common Shares.

In preparation for rendering our opinion and in our capacity as counsel for the Company, we have taken the following action:

1.           We have made inquiries of and obtained information from officers of the Company with respect to certain factual matters which provide the basis for the opinions we have been requested to give.  The opinions expressed herein assume the accuracy and completeness of the information so obtained.

2.           We have obtained such other certifications and copies of such other documents as we deemed appropriate to render the opinions expressed herein.

In our examination and review of the materials referred to above, we have assumed (i) the legal capacity of natural persons and the genuineness of all the signatures, and (ii) the authenticity of all documents submitted to us as conformed, certified or photostatic copies.  We have assumed that all parties to the Underwriting Agreement (other than the Company and the Operating Partnership) had full power and authority to enter into and perform all obligations and agreements thereunder and to engage in the transactions contemplated thereby and, as to each of said parties, we have assumed also the due authorization by all requisite action, the due execution and delivery, and the validity, binding effect and enforceability, of the Underwriting Agreement.

The opinions expressed herein are subject to the following qualifications:

1.           The opinions expressed herein are limited to the application of the internal laws of the State of North Carolina and the federal laws of the United States of America, insofar as such laws apply, and we express no opinion with respect to the application or effect of conflicts of law rules or the laws of any other states or jurisdictions.

2.           We have relied upon, and the opinions expressed herein assume the accurateness and completeness of, written certificates and statements of officers, employees and accountants of the Company as to all matters of fact, including the representations and warranties of the Company and the Operating Partnership in the Underwriting Agreement.

3.           We express no opinion with respect to the application of, compliance with or affect of federal or state securities laws on the transactions contemplated by the Registration Statement.

Based upon the foregoing  and subject to the qualifications and limitations stated herein, it is our opinion that the issuance of the Common Shares has been duly authorized in compliance with applicable law and, upon the issuance and delivery of and payment for such Common Shares in the manner contemplated by the Underwriting Agreement, the Registration Statement and the Prospectus and by the action of the Board of Directors authorizing the issuance of the Common Shares, such Common Shares will be validly issued, fully paid and nonassessable.

The opinions expressed herein are based on the applicable law in effect on the date hereof.  In delivering this opinion to you we are not undertaking to apprise you either of any transactions, events or occurrences taking place after the date of this letter of which we may acquire any knowledge or of any change in, revision or supplement to applicable laws taking place after the date of this letter which may affect any opinion set forth in this letter.

We consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

/s/ Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.