Exhibit 5.2




June 14, 2006


CBL & Associates Properties, Inc.
2030 Hamilton Place Blvd.
Suite 500
Chattanooga, Tennessee  37421

Ladies and Gentlemen:

We have acted as counsel for CBL & Associates Properties, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of an aggregate of 1,480,066 shares of the Company's common stock, par value
$.01 per share (the "Shares"), which may be sold from time to time by the
selling stockholders identified in the Prospectus Supplement dated June 14,
2006 to be filed by the Company with the Securities and Exchange Commission (the
"SEC") on or about June 14, 2006 (the "Prospectus Supplement") to the
Prospectus dated January 18, 2006 (the "Prospectus") under the Company's
Automatic Shelf Registration Statement on Form S-3 (File 333-131092) filed by
the Company with the SEC on January 18, 2006 (the "Registration Statement").

As counsel for the Company, we have examined such documents and certificates of
officers of the Company as we have deemed necessary or appropriate to provide a
basis for the opinion set forth below. In this examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as original documents and conformity to original documents of all documents
submitted to us as certified or photostatic copies.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
which are the subject of the above-referenced Prospectus Supplement filed
pursuant to the Registration Statement, have been duly and validly issued and
are fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as part of the Registration
Statement. In giving such consent, we do not thereby admit that we 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.

We are members of the Bar of the State of Tennessee and do not purport to be
experts in the laws of jurisdictions other than the State of Tennessee, the
General Corporation Law of the State of Delaware and the Federal securities laws
of the United States of America. This opinion is furnished to you solely for
your information in connection with the Registration Statement and is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our prior written consent.

Very truly yours,

/s/ Shumacker Witt Gaither & Whitaker, P.C.

Shumacker Witt Gaither & Whitaker, P.C.