EXHIBIT 5.1



October __, 2003


Cedar Shopping Centers, Inc.
44 South Bayles Avenue
Port Washington, New York  11050


Ladies and Gentlemen:

We have acted as counsel to Cedar Shopping Centers, Inc., a Maryland corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-11 (File
No. 333-108091), as amended (the "Registration Statement"), relating to the
proposed public offering (the "Offering") by the Company of shares of its Common
Stock, par value $0.06 per share (together with any additional shares of such
stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed
by the Commission pursuant to the Act) in connection with the Offering described
in the Registration Statement, the "Shares").

As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, each as amended to the date hereof, the Registration
Statement, the Prospectus relating to the Shares which forms a part of the
Registration Statement, and originals or copies of such corporate minutes,
records, agreements and other instruments of the Company, certificates of public
officials and other documents, and have made such examinations of law, as we
have deemed necessary to form the basis for the opinion hereinafter expressed.
In our examination of such materials, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to such opinion, we have relied, to the
extent we deemed appropriate, upon representations, statements and certificates
of officers and representatives of the Company and others.

Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York, and we do not purport to express any opinion
herein concerning any law other than the laws of the State of New York and the
federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Shares
being offered by the Company, when and if issued and sold under the
circumstances contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.
                                           Very truly yours,

                                           /s/ STROOCK & STROOCK & LAVAN LLP
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                                           STROOCK & STROOCK & LAVAN LLP