
                                                                  EXHIBIT 5




July 7, 1999


Simon Property Group, Inc.
SPG Realty Consultants, Inc.
115 West Washington
Indianapolis, Indiana 46204

Ladies and Gentlemen:

     You  have  requested  our  opinion in connection with the Registration
Statement  on Form S-8 (the "Registration  Statement")  of  Simon  Property
Group, Inc.  and SPG Realty Consultants, Inc. (the "Registrants"), relating
to (1) up to 500,000 paired shares of the Common Stock, par value of $.0001
per share, of the Registrants ("Common Stock"), to be issued and sold under
the Simon Property  Group  and Adopting Entities Matching Savings Plan (the
"Plan") and (2) the interests  in  the Plan to be issued to those employees
of  the  Registrants  and  its  affiliates  who  participate  in  the  Plan
("Interests").  We note that the  Registrants do not intend to issue Common
Stock to the Plan, which will, instead,  acquire  Common  Stock on the open
market.  In connection with your request, we have made such  examination of
the corporate records and proceedings of the Registrants and the  plan  and
considered such questions of law and taken such further action as we deemed
necessary or appropriate to enable us to render this opinion.

     Based  upon  such  examination,  we  are  of the opinion that when the
Interests have been issued, as contemplated by the Plan as described in the
Registration statement, as the same may be amended,  and when the steps set
forth in the next paragraph have been taken, the Interests  will be legally
issued.

     The  steps  to  be  taken which are referred to in the next  preceding
paragraph consist of the following:

     (1) compliance with the  Securities  Act  of  1933, as amended, and
   with the securities law of the State of Indiana,  with respect to the
   Common Stock and the issuance of the Interests under the Plan; and

     (2)  issuance  of the Interests in accordance with  the  terms  and
   conditions set forth  in  the Plan and the Registration statement, as
   amended from time to time.

     The opinion is limited to  the laws of the United States and the State
of Indiana.  We consent to the filing  of  this opinion as Exhibit 5 to the
Registration Statement.  In giving this consent,  however,  we do not admit
that  we  are  in  the category of persons whose consent is required  under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

                                 Sincerely yours,


                                 BAKER & DANIELS

