Brookfield Property Partners L.P. (Form: S-8, Received: 06/09/2014 17:01:08)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2014.

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BROOKFIELD PROPERTY PARTNERS L.P.
(Exact name of registrant as specified in its charter)

BERMUDA		NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

73 FRONT STREET HAMILTON
HM 12 BERMUDA
(441) 294-3309
(Address of principal executive offices)

BROOKFIELD PROPERTY GROUP RESTRICTED STOCK PLAN
(Full title of the plan)

JOHN STINEBAUGH
BROOKFIELD PROPERTY GROUP LLC
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR

NEW YORK, NY 10281-1023
(212) 417-7000
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Limited Partnership Units	1,500,000 units	$	20.20	$	30,300,000	$	3902.64

(1) Plus such indeterminate number of limited partnership units of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act based upon the average of the reported high and low sales price of the limited partnership units of Brookfield Property Partners L.P. on June 5, 2014 on the New York Stock Exchange (a date within five business days of the filing of this Registration Statement).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information And Employee Plan Annual Information.*

* The documents containing the information specified in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by Brookfield Property Partners L.P. (“Brookfield”) as required by Part I of Form S-8 and by Rule 428 under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents which have been and will in the future be filed by us with the Commission are incorporated in the Registration Statement by reference:

(a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2013, which incorporates by reference our audited consolidated financial statements for such fiscal year.

(b) All other reports filed by our company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2013.

(c) The description of our limited partnership units contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2013.

In addition, all reports and documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The sections of our Annual Report entitled “Related Party Transactions—Our Master Services Agreement”, “Directors, Senior Management and Employees—Indemnification and Limitations on Liability”, “Memorandum and Articles of Association—Description of Our Units and Our Limited Partnership Agreement—Indemnification; Limitations of Liability” and “Memorandum and Articles of Association—Description of the Property Partnership Limited Partnership Agreement—Indemnification; Limitations of Liability” include disclosure relating to the indemnification of certain of our affiliates and are incorporated by reference herein.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise specifically provided in the rules of the Securities and Exchange Commission promulgated under the Securities Act of 1933:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 9th day of June, 2014.

	BROOKFIELD PROPERTY PARTNERS L.P.,
	by its general partner, BROOKFIELD
	PROPERTY PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Jane Sheere
		Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Richard B. Clark, John Stinebaugh and Jane Sheere, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 9, 2014.

Signature		Title

/s/ RICHARD B. CLARK		Chief Executive Officer of Brookfield Property Group
Richard B. Clark		LLC, a manager of the registrant
		(Principal Executive Officer)

/s/ JOHN STINEBAUGH		Chief Financial Officer of Brookfield Property Group
John Stinebaugh		LLC, a manager of the registrant
		(Principal Financial and Accounting Officer)

/s/ GORDON E. ARNELL		Director
Gordon E. Arnell

/s/ JEFFREY BLIDNER		Director
Jeffrey Blidner

/s/ OMAR CARNEIRO DA CUNHA		Director
Omar Carneiro da Cunha

/s/ STEPHEN DENARDO		Director
Stephen DeNardo

/s/ LOUIS JOSEPH MAROUN		Director
Louis Joseph Maroun

/s/ JOSÉ RAMÓN VALENTE VÍAS		Director
José Ramón Valente Vías

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Brookfield Property Partners L.P. in the United States, on this 9th day of June, 2014.

	Authorized U.S. Representative

	By:	/s/ John Stinebaugh
		Name: John Stinebaugh
		Title: Chief Financial Officer of Brookfield Property Group LLC, a manager of the registrant

EXHIBIT INDEX

Exhibit		Description of Exhibit

4.1		Certificate of Registration of Brookfield Property Partners L.P., registered as of January 3, 2013 (incorporated by reference to Exhibit 3.1 to Brookfield Property Partners L.P.’s Amendment No. 1 to the Registration Statement on Form F-4 filed with the SEC on January 27, 2014).

4.2		Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P., dated August 8, 2013 (incorporated by reference to Exhibit 99.2 to Brookfield Property Partners L.P.’s Form 6-K filed with the SEC on August 8, 2013).

4.3		Brookfield Property Group Restricted Stock Plan.

5.1		Form of Opinion of Appleby (Bermuda) Limited.

23.1		Consent of Deloitte LLP relating to audited consolidated financial statements of Brookfield Property Partners L.P.

23.2		Consent of Deloitte & Touche LLP relating to audited consolidated financial statements of General Growth Properties, Inc.

23.3		Consent of KPMG LLP relating to audited financial statements of GGP/Homart II L.L.C.

23.4		Consent of KPMG LLP relating to audited financial statements of GGP-TRS L.L.C.

23.5		Consent of Deloitte LLP relating to audited consolidated financial statements of Brookfield Office Properties Inc.

23.6		Consent of Appleby (Bermuda) Limited (included in the opinion filed as Exhibit 5.1).

24.1		Powers of Attorney (included on signature page).

Exhibit 4.3

RESTRICTED STOCK PLAN

Brookfield Property Group

June 9, 2014

TABLE OF CONTENTS

SECTION 1.	GENERAL PROVISIONS	1

1.1	Purposes	1
1.2	Definitions	1
1.3	Administration	4

SECTION 2.	AWARDS OF RESTRICTED SHARES	5

2.1	Eligibility	5
2.2	Election by Participants to Receive Bonus Payment in Cash or Restricted Shares	6
2.3	Allotment of Restricted Shares	6
2.4	Distributions	7
2.5	Vesting of Restricted Shares	7
2.6	Change in Employment Status	8
2.7	Forfeiture of Restricted Shares	8

SECTION 3.	GENERAL	8

3.1	No Right to Service	8
3.2	No Liability for Decrease in Value of BPY Units	8
3.3	Transferability of Awards	8
3.4	Currency	8
3.5	Withholdings	9
3.6	Successors and Assigns	9
3.7	Amendment and Termination	10
3.8	Governing Law	10
3.9	Voting	10
3.10	S ection 83 Election	10
3.11	Section 409A	10
3.12	Effective Date	11

BROOKFIELD PROPERTY GROUP

RESTRICTED STOCK PLAN

SECTION 1. GENERAL PROVISIONS

1.1 Purposes

The purpose of the Brookfield Property Group Restricted Stock Plan (the “Plan”) is to (i) promote the alignment of interests of Eligible Persons with the unitholders of BPY; (ii) encourage Eligible Persons to remain with the Brookfield Property Group; and (iii) attract new employees and officers.

1.2 Definitions

The following terms, when used in the Plan, shall have the respective meanings set forth below:

(a) “Administrator” means a committee comprised of senior executives of (i) the Brookfield Property Group, and/or (ii) Brookfield Asset Management Inc. as determined by the Chief Executive Officer of Brookfield Asset Management Inc.;

(b) “Affiliate” means with respect to a person, another person that, directly or indirectly, through one or more persons, Controls, or is Controlled by, or is under common Control with, such person;

(d) “Award Date” means the date on which Restricted Shares are awarded to the Participant, provided that if Restricted Shares are approved during a Blackout Period, the Award Date will be six business days after the date on which the Blackout Period ends;

(e) “Blackout Period” means any period imposed by BPY, during which specified individuals, including insiders of BPY, may not trade in BPY’s securities (including, for greater certainty, where specific individuals are restricted from trading because they have material non-public information), but does not include any period when a regulator has halted trading in BPY’s securities;

(f) “BPG” means Brookfield Property Group LLC;

(g) “BPY” means Brookfield Property Partners L.P., a Bermuda exempted limited partnership;

(h) “BPY Unit” means a publicly-traded non-voting limited partnership unit of BPY;

(i) “Brookfield Group” means Brookfield Asset Management Inc. and any of its Affiliates;

(j) “Brookfield Property Group” means the operating and asset management entities within the property platform of Brookfield Asset Management Inc. and includes the service providers to BPY pursuant to the Master Services Agreement, which are currently BPG and Brookfield Global Property Advisor Limited;

(k) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder;

(l) “Control” and similar expressions mean a relationship between two persons wherein one of such persons has the power, through the ownership of equity securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such persons;

(m) “Custodial Restricted Share Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant outside of the Trust and to which Restricted Shares of a Participant are allocated pursuant to Section 2.3(e). Such account shall be maintained in the jurisdiction in which the Participant resides, except as otherwise determined by the Administrator;

(n) “Custodian” means CST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Custodian of the Custodial Restricted Share Account;

(o) “Eligible Person” has the meaning set out in in Section 2.1;

(p) “Employer” means the entity within the Brookfield Property Group that employs the Participant (or that employed the Participant immediately prior to his or her Termination Date);

(q) “Fair Market Value” means the closing price of a BPY Unit on the NYSE on the last trading day preceding the applicable day. For Restricted Shares awarded during a Blackout Period, the Fair Market Value is calculated as the volume-weighted average price of a BPY Unit on the NYSE for the five business days immediately preceding the Award Date;

(r) “NYSE” means the New York Stock Exchange or successor thereto;

(s) “Participant” means an Eligible Person who participates in the Plan;

(t) “Participant Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant in the Trust and to which unvested Restricted Shares of a Participant are allocated pursuant to Section 2.3(e);

(u) “Plan” has the meaning set out in Section 1.1;

(v) “Purchase Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the purchase of BPY Units;

(w) “Restricted Share” means a BPY Unit awarded to a Participant on the terms contained in the Plan;

(x) “Restricted Share Allotment Price” means the Fair Market Value on the Award Date of a BPY Unit determined on the NYSE;

(y) “Sale Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the sale or exchange of BPY Units;

(z) “Termination Date” means, unless otherwise determined by the Administrator, a Participant’s last day of active employment, as further clarified below:

(i) in the event a Participant’s employment is terminated by the Employer for any reason, the last day of active employment will be the date and time notice of termination is delivered to the Participant and will not include any period the Participant is under notice of termination or any period of deemed

employment, pay in lieu of notice of termination or salary continuance provided or required to be provided by the Employer to the Participant;

(ii) in the event of a continuous leave of absence (including for disability), the Participant’s last day of active employment will be the earlier of the date of termination of employment and two years from the start of the Participant’s continuous leave of absence;

(iii) in the event of a Participant’s resignation, the last day of active employment will be the effective date of resignation; and

(iv) in the event of a Participant’s death, the last day of active employment means the date of the Participant’s death.

(aa) “Trust” means the trust established pursuant to the Trust Agreement;

(bb) “Trust Agreement” means the employee plan trust agreement dated June 5, 2014 between BPG and the Trustee and as the same may be amended, supplemented or restated from time to time;

(cc) “Trustee” means CST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Trustee;

(dd) “Vest” means the Vesting Date has occurred; and

(ee) “Vesting Date” has the meaning set out in Section 2.5.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.3 Administration

(a) The Plan shall be administered by the Administrator with BPG and its Affiliates being responsible for all costs relating to the administration of the Plan other than the Sale Expenses.

(b) Subject to the limitations of the Plan, the Administrator shall have the authority to: (i) grant Restricted Shares to Eligible Persons; (ii) determine the terms, limitations, restrictions and conditions upon such grants, including vesting and exercise; (iii) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; (iv) make all other determinations and take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable; and (v) delegate to any person or committee of persons any or all of its powers and authorities under the Plan. The Administrator’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon BPG and all Participants.

SECTION 2. AWARDS OF RESTRICTED SHARES

2.1 Eligibility

“Eligible Persons” include (i) officers or employees of BPY, Brookfield Property Group and any Affiliate whose location of employment is within the United States, the United Kingdom, Australia or any jurisdiction other than Canada, without regard to that individual’s tax residence or citizenship; and (ii) any other persons so designated by the Administrator, subject to applicable laws and regulations.

Restricted Shares are granted under this Plan and awarded as follows:

(a) As elected by a Participant in lieu of a cash bonus payment pursuant to Section 2.2;

(b) As elected by the Administrator in lieu of a cash bonus payment to the Participant;

(d) An incentive for joining BPY, Brookfield Property Group, or an Affiliate.

2.2 Election by Participants to Receive Bonus Payment in Cash or Restricted Shares

Participants will have the opportunity each year to elect to receive all or a portion of the bonus to which they may be entitled, in the form of Restricted Shares. Such election shall be made in accordance with the Administrator’s policies from time to time.

2.3 Allotment of Restricted Shares

(a) Restricted Shares will be allocated pursuant to Section 2.1 above.

(b) The number of Restricted Shares to be allocated to each Participant will be calculated based on the dollar value of the amount allocated to the Plan for Restricted Shares pursuant to Section 2.1 divided by the Fair Market Value. Amounts will be converted to U.S. dollars, as applicable, using the mid-market exchange rate on the Award Date or the average exchange rate for the five business days preceding the Award Date for awards approved during a Blackout Period.

(c) As soon as practicable after determining the number of Restricted Shares and any terms and conditions of the Restricted Shares to be granted to a Participant, the Administrator shall cause an agreement in writing to be given to the Participant advising the Participant as to the number of Restricted Shares, the Restricted Share Allotment Price, the deemed value for tax reporting (if applicable and if different from the Restricted Share Allotment Price) and any terms and conditions pertaining to the Restricted Shares granted to the Participant under the Plan or as determined by the Administrator from time to time in such form as may be approved by the Administrator from time to time (the “Award Agreement”). The grant of Restricted Shares is conditional on the Participant signing the Award Agreement.

(d) As soon as practical after determining the number of Restricted Shares to be granted to a Participant, BPG or an Affiliate shall transfer to the Trustee sufficient funds to allow the Trustee to purchase the corresponding number of BPY Units. Upon receipt of such funds, the Trustee shall purchase BPY Units. All purchases by the Trustee shall be at the Trustee’s sole discretion, and the Trustee shall control the time, amount and manner of all purchases of BPY Units. The Trustee shall purchase BPY Units through the facilities of

any stock market or exchange where the BPY Units are normally listed or sold. BPG or an Affiliate will pay all of the Purchase Expenses associated with the purchase of Restricted Shares. The Participant will pay all of the Sale Expenses associated with the disposition of Restricted Shares.

(e) Restricted Shares granted to a Participant shall be credited to the Participant Account following the acquisition of the BPY Units by the Trust and the application of the terms and conditions determined pursuant to Section 2.3(c) to the Restricted Shares. Upon Vesting the Restricted Shares shall be transferred to the Participant’s Custodial Restricted Share Account.

(f) Any income earned in the Trust will be distributed to BPG in the same calendar year in which it is received by the Trust.

2.4 Distributions

(a) Unvested Restricted Shares . The Participant shall receive the distributions on Restricted Shares in cash, less applicable taxes associated with the distribution, in accordance with local jurisdictions and tax legislation. In the event the Termination Date of a Participant occurs prior to the Vesting Date of the Restricted Shares, the value of the distribution received on the unvested Restricted Shares shall be subject to a clawback.

(b) Vested Restricted Shares . The Participant shall receive the distribution in cash, less applicable withholding taxes associated with the distribution.

2.5 Vesting of Restricted Shares

Except as otherwise determined by the Administrator, Restricted Shares received in lieu of a Participant’s cash bonus pursuant to Section 2.1(a) will Vest immediately and all other Restricted Shares will Vest in equal installments of 20% on each of the first through fifth anniversaries of the Award Date unless otherwise specifically outlined at the time of the award (the “Vesting Date”). Restricted Shares are held by the Custodian and remain subject to the restrictions under this Plan until the Vesting Date.

2.6 Change in Employment Status

Except as otherwise determined by the Administrator, if a Participant ceases employment for any reason, all Restricted Shares which have not Vested on the Termination Date will be forfeited.

2.7 Forfeiture of Restricted Shares

On the forfeiture of Restricted Shares pursuant to this Section, the BPY Units comprising the Restricted Shares shall be returned to the Trustee who may either sell such BPY Units on the market and pay the proceeds of such sale, or distribute the BPY Units to, BPG or an Affiliate, as instructed by BPG.

SECTION 3. GENERAL

3.1 No Right to Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the service of the Employer.

3.2 No Liability for Decrease in Value of BPY Units

BPG, BPY and their Affiliates, and their directors and officers, shall not be liable to any Participant, beneficiary or legal representative of a Participant for any decrease in the value of a Restricted Share that may occur for any reason.

3.3 Transferability of Awards

In no event may the rights or interests of a Participant be assigned, encumbered or transferred except:

(a) To the extent that rights may pass to a beneficiary or legal representative of a Participant pursuant to the terms of the Plan upon the death of a Participant;

(b) As expressly approved by the Administrator; or

3.4 Currency

Amounts under this Plan are denominated in U.S. dollars.

3.5 Withholdings

As a condition of the delivery of any Restricted Shares or cash pursuant to the Plan or the lifting or lapse of restrictions on any Restricted Shares, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Employer relating to an award:

(a) unless otherwise instructed by the Participant, the Employer shall deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Employer, whether or not pursuant to the Plan;

(b) the Employer shall be entitled to require that the Participant remit cash to the Employer (through payroll deduction or otherwise); or

(c) the Employer may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Employer to satisfy such withholding obligation.

The Trustee or Custodian shall withhold from payments under this Plan, if any, or may sell BPY Units held in a Participant’s Custodial Restricted Share Account and use the proceeds to pay all amounts required to be withheld or remitted pursuant to applicable laws as determined by the Employer, in its sole discretion, to the extent the Participant does not remit such amounts to the Trustee on or before the applicable date.

Notwithstanding the foregoing, a Participant may elect to satisfy all or part of his or her withholding or income tax obligation by having the Employer withhold a portion of any Restricted Shares that he or she was previously awarded and have now Vested. Such Restricted Shares shall be valued at their Fair Market Value on the date when the obligation to withhold arises.

3.6 Successors and Assigns

The Plan shall be binding on all successors and assigns of BPG and a Participant, including without limitation, the beneficiary or legal representative of such Participant, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

3.7 Amendment and Termination

BPG may amend, suspend or terminate the Plan at any time and in such manner and to such extent as it deems advisable. No such amendment or termination shall materially adversely affect the right of a Participant in respect of any Restricted Shares granted prior to the date of such amendment or suspension.

3.8 Governing Law

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by and interpreted and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.

3.9 Voting

The Participant is the owner of the BPY Units comprising the Restricted Shares and so is entitled to exercise voting rights and all other rights attaching to the ownership of BPY Units, subject to the restrictions set out in this Plan.

3.10 Section 83 Election

Each Participant agrees to notify the Employer in writing if such Participant makes the election provided for in Section 83(b) of the Code with respect to any award of Restricted Shares and to provide a copy of such election to the Employer.

3.11 Section 409A

Compensation paid or deemed paid under this Plan to Participants who are subject to U.S. federal tax is intended to avoid the imposition of any additional taxes or penalties under Section 409A of the Code and the Plan shall be construed and interpreted to preserve the intended tax consequences of the Plan. If the Administrator determines that an award, Award Agreement, payment, distribution, or any other action contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Administrator specifically provides otherwise, such award, Award Agreement, payment, distribution or other action shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply

with the requirements of Section 409A of the Code to the extent determined appropriate by the Administrator, in each case without the consent of or notice to the Participant.

3.12 Effective Date

The Plan was effective on June 9 , 2014.

Exhibit 5.1

Brookfield Property Partners L.P.	Email jbodi@applebyglobal.com
73 Front Street
Hamilton Bermuda	Direct Dial +1 441 298 3240
HM 11	Tel +1 441 295 2244
	Fax +1 441 298 3398

	Your Ref

	Appleby Ref 410628.0006/JB

	By Email and Courier
	9 June 2014

Bermuda Office

Appleby (Bermuda)

Limited

Canon’s Court

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Tel +1 441 295 2244

Fax +1 441 292 8666

applebyglobal.com

Ladies and Gentlemen

Brookfield Property Partners L.P.

We have acted as legal advisers as to matters of Bermuda law to Brookfield Property Partners L.P., a limited partnership organized under the laws of the Islands of Bermuda (the Partnership ). We have been requested to render this opinion in connection with the filing by the Partnership of registration statement on Form S-8 (the Registration Statement ), with the Securities and Exchange Commission (the SEC ) pursuant to the Securities Act of 1933, as amended (the Securities Act ), and the rules and regulations promulgated thereunder, relating to limited partnership units (the Units ) of the Partnership which may be purchased by participants pursuant to the Brookfield Property Group LLC (the Stock Plan ).

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (the Documents ).

1. ASSUMPTIONS

In stating our opinion we have assumed:

(a) the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies

(b) the genuineness of all signatures on the Documents

Bermuda · British Virgin Islands · Cayman Islands · Guernsey · Hong Kong · Isle of Man · Jersey · London · Mauritius · Seychelles · Shanghai · Zurich

(d) that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

(e) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

(f) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Partnership in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(g) that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the General Partner on behalf of the Partnership in meetings which were duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to effect the listing of the Units on behalf of the Partnership, not disclosed by the Limited Partner Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

(h) that the records which were the subject of the Searches were complete and accurate at the time of such searches and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Searches been materially altered.

2. OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1) The Partnership is an exempted limited partnership established and existing under the laws of Bermuda. The Partnership possesses the capacity to sue

and be sued in its own name and is in good standing under the laws of Bermuda.

(2) When duly authorized, allotted, issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarized in the Registration Statement or other document to be filed by amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated in the Registration Statement by reference, the Units will be validly issued, fully paid and non-assessable units of the Partnership.

3. RESERVATIONS

We have the following reservations:

(a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

(b) Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other jurisdiction.

(c) Any reference in this opinion to Units being “non-assessable” shall mean, in relation to fully-paid Units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of Units, that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment for their Units, to satisfy claims of creditors of the Partnership, or otherwise.

(d) Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:

(i) details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book,

as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book

(ii) details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded

(iii) whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;

(iv) whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

(v) whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act.

(e) The Limited Partnership Act 1883 (the Act ) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership.

(f) A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such limited partner’s contribution to the Partnership to the extent such contribution has not been contributed in full, or to the extent such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in the Act.

(g) A limited partner is liable for damages on account of misrepresentation in respect of false statements contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership, to the extent a limited partner signed such

certificate, or caused another to sign it on his/her behalf, and knew such statement to be false at the time of signature.

(h) Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against the Act.

4. DISCLOSURE

This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be made available to, or relied on by any other person or entity (other than the Unitholders as referenced in the Registration Statement), or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the SEC in connection with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Company.

This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect to it in any jurisdiction other than Bermuda. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing acts or circumstances should change.

Yours faithfully

/s/ Appleby (Bermuda) Limited

SCHEDULE

1. The entries and filings shown in respect of the Partnership and of Brookfield Infrastructure Partners Limited, the managing general partner of the Partnership, on the files of the Partnership and its managing general partner maintained in the Registrar of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by searches on 9 June 2014, and the entries and filings shown in respect of the Partnership and its managing general partner in the Supreme Court Causes book maintained at the Registry of the Supreme Court, Hamilton, Bermuda, as revealed by searches on 9 June 2014 (the Searches ).

2. Certified copies of the following documents in respect of BPY: Certificate of Registration of an Exempted and Limited Partnership effective 3 January 2013 and Certificate of Deposit of Supplementary Certificate of a Limited Partnership and Exempted Partnership effective on 12 April 2013, together with a copy of the Supplement Certificate of Particulars of a Limited Partnership and the Supplementary Certificate of Particulars of an Exempted Partnership each dated 12 April 2013; Second Amended and Restated Limited Partnership Agreement in respect of BPY dated 8 August 2013 (the BPY Limited Partnership Agreement ) together the (the Limited Partnership Documents ).

3. Copy of the Minutes of the Meetings of the Board of Directors of the General Partner of the Partnership held on 30 April 2014 (the Resolutions ).

4. The Registration Statement.

5. The Stock Plan.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 2, 2014, relating to the consolidated financial statements and the supplemental schedule of investment property information of Brookfield Property Partners L.P. (the “Partnership”) appearing in the Annual Report on Form 20-F of the Partnership for the year ended December 31, 2013.

/s/ Deloitte LLP

Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants
Toronto, Ontario
June 9, 2014

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Brookfield Property Partners L.P.’s Registration Statement on Form S-8 of our reports dated February 21, 2014, relating to (1) the consolidated financial statements of General Growth Properties, Inc. and subsidiaries (“the Company) and (2) the consolidated financial statement schedule of the Company, appearing in the Annual Report on Form 20-F of Brookfield Property Partners L.P.

/s/ Deloitte & Touche LLP

Chicago, Illinois

June 9, 2014

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Members

GGP/Homart II, L.L.C.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Brookfield Property Partners L.P. of our report dated February 28, 2013, with respect to the consolidated balance sheets of GGP/Homart II, L.L.C. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income, changes in capital, and cash flows for each of the years in the two year period ended December 31, 2012, not included herein.

/s/ KPMG LLP

Chicago, Illinois

June 9, 2014

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Members

GGP-TRS, L.L.C.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Brookfield Property Partners L.P. of our report dated February 28, 2013, with respect to the consolidated balance sheets of GGP-TRS, L.L.C. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members’ capital, and cash flows for each of the years in the two year period ended December 31, 2012, not included herein.

/s/ KPMG LLP

Chicago, Illinois

June 9, 2014

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 4, 2014, relating to the consolidated financial statements of Brookfield Office Properties Inc. and subsidiaries (“the Company”), and the effectiveness of the Company’s internal control over financial reporting, incorporated by reference in this Registration Statement from Brookfield Property Partners L.P.’s current report on Form 6-K dated June 2, 2014, and originally appearing in the Company’s Annual Report on Form 40-F for the year ended December 31, 2013.

/s/ Deloitte LLP

Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants
Toronto, Ontario
June 9, 2014