Brookfield Property Partners L.P. (Form: S-8, Received: 11/14/2019 16:35:46)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2019.

REGISTRATION NO. 333-

UNITED STATES

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		(I.R.S. Employer Identification No.)
organization)

73 FRONT STREET HAMILTON, 5TH FLOOR
HM 12 BERMUDA
(441) 294-3309
(Address of principal executive offices)

BROOKFIELD PROPERTY PARTNERS AMENDED AND RESTATED BPY UNIT OPTION PLAN
(CANADA)
(Full title of the plan)

BRYAN K. DAVIS
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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Limited Partnership Units	7,000,000 units	(3)	$	18.98	$	132,860,000	$	17,245.23

(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, as amended.

(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 November 12, 2019 on the NASDAQ (a date within five business days of the filing of this Registration Statement).

(3) Represents limited partnership units of the Registrant issuable upon exercise of stock appreciation rights granted under the Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada) by holders in the United States.

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 U.S. Securities and Exchange 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. (the “Registrant”) 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 U.S. Securities and Exchange Commission are incorporated in the Registration Statement by reference:

(a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2018, which contains a description of our limited partnership units.

(b) All other reports filed by our company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2018.

In addition, all reports and documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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—Board Practices—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 U.S. 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.

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 U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 legal 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 the Securities Act and will be governed by the final adjudication of such issue.

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		First Amendment, dated November 5, 2015, to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P., dated August 8, 2013 (incorporated by reference to Exhibit 4.17 to Brookfield Property Partners L.P.’s Form 20-F filed with the Commission on March 17, 2016)

4.4		Second Amendment, dated March 21, 2019, to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. dated August 8, 2013 (incorporated by reference to Exhibit 3.1 to Brookfield Property Partners L.P.’s Form 6-K filed on March 21, 2019)

4.5		Third Amendment, dated August 20, 2019, to the Second Amended and Restated Limited Partnership Agreement of Brookfield Property Partners L.P. dated August 8, 2013 (incorporated by reference to Exhibit 3.1 to Brookfield Property Partners L.P.’s Form 6-K filed on August 20, 2019)

4.6		Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019 (incorporated by reference to Exhibit 99.2 to Brookfield Property Partners L.P.’s Form 6-K filed with the Commission on February 20, 2019)

4.7		First Amendment, dated March 21, 2019 to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019 ((incorporated by reference to Exhibit 3.2 to Brookfield Property Partners L.P.’s Form 6-K filed with the Commission on March 21, 2019)

4.8		Second Amendment, dated April 28, 2019 to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019 ((incorporated by reference to Exhibit 99.1 to Brookfield Property Partners L.P.’s Form 6-K filed with the Commission on April 28, 2019)

4.9		Third Amendment, dated August 20, 2019 to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield Property L.P., dated February 20, 2019 ((incorporated by reference to Exhibit 3.2 to Brookfield Property Partners L.P.’s Form 6-K filed with the Commission on August 20, 2019)

4.10		Brookfield Property Partners Amended and Restated BPY Unit Option Plan (Canada)

5.1		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 Brookfield Property REIT Inc. (formerly known as GGP Inc.)

Exhibit		Description of Exhibit

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

24.1		Powers of Attorney (included on signature page)

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 Hamilton, Bermuda on the 14th day of November, 2019.

	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 PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Brian W. Kingston, Bryan K. Davis 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 substitute 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 November 14, 2019.

Signature		Title

/s/ Brian W. Kingston		Chief Executive Officer of Brookfield Property Group LLC, a manager of the registrant
Brian W. Kingston
		(Principal Executive Officer)

/s/ Bryan K. Davis		Chief Financial Officer of Brookfield Property Group LLC, a manager of the registrant
Bryan K. Davis
		(Principal Financial and Accounting Officer)

/s/ Richard B. Clark		Chairman of the Board, Director
Richard B. Clark

/s/ Caroline Atkinson		Director
Caroline Atkinson

/s/ Jeffrey Blinder		Director
Jeffrey Blidner

/s/ Soon Young Chang		Director
Soon Young Chang

/s/ Omar Carneiro da Cunha		Director
Omar Carneiro da Cunha


/s/ Scott Cutler		Director
Scott Cutler

/s/ Stephen DeNardo		Director
Stephen DeNardo

/s/ Louis Joseph Maroun		Director
Louis Joseph Maroun

/s/ Lars Rodert		Director
Lars Rodert

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 14th day of November, 2019.

	Authorized U.S. Representative

	By:	/s/ Bryan K. Davis
		Name: Bryan K. Davis
		Title: Chief Financial Officer of Brookfield
		Property Group LLC, a manager of the registrant

Exhibit 4.10

BROOKFIELD PROPERTY PARTNERS

AMENDED AND RESTATED

BPY UNIT OPTION PLAN

(CANADA)

Amended November 5, 2019

TABLE OF CONTENTS

GENERAL PROVISION	1

PURPOSE	1
ADMINISTRATION	1
INTERPRETATION	1
U.S. PERSONS	5
SHARES AVAILABLE FOR ISSUANCE	5
NON-EXCLUSIVITY	6
AMENDMENT AND TERMINATION	7
RIGHT OF SERVICE	8
TAXES	8

OPTIONS	9

GRANTS	9
OPTION EXERCISE PRICE	9
EXERCISE OF OPTIONS	10

SHARE APPRECIATION RIGHTS	10

GRANTS OF SHARE APPRECIATION RIGHTS	10
EXERCISE OF SHARE APPRECIATION RIGHTS	11
NO UNITHOLDER RIGHTS	11
COMPLIANCE WITH LEGISLATION	11

EMPLOYMENT STATUS	12

CHANGE IN EMPLOYMENT STATUS	12

GENERAL	13

UNFUNDED PLAN	13
INALIENABILITY OF BENEFITS	13

APPROVAL	14

APPROVAL	14

BROOKFIELD PROPERTY PARTNERS
AMENDED AND RESTATED
BPY UNIT OPTION PLAN

(CANADA)

SECTION 1. GENERAL PROVISION

1.1 Purpose

The purpose of the Brookfield Property Partners BPY Unit Option Plan (Canada) (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 Brookfield Property Partners; and (iii) attract new employees and officers.

1.2 Administration

(a) The Plan shall be administered by the Board.

(b) Subject to the limitations of the Plan, the Board shall have the authority to: (i) grant Awards 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; and (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. The Board’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation, BPY and all Participants.

(c) To the extent permitted by applicable law, the Board may, from time to time, delegate to the Administrative Committee all or any of the powers conferred on the Board under the Plan. In such event, references to the Board mean and include the Administrative Committee and the Administrative Committee will exercise all of the powers delegated to it by the Board in the manner and on the terms authorized by the Board.

1.3 Interpretation

For the purposes of the Plan, the following terms shall have the following meanings:

(a) “Administrative Committee” means a committee comprised of senior executives of (i) the Brookfield Property Group acting in their capacity as officers or directors of Brookfield Property Partners, and/or (ii) Brookfield Asset Management Inc. as determined by the Chief Executive Officer of the Brookfield Property Group;

(b) “Affiliate” means with respect to any 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” means an Option and, if applicable, the Share Appreciation Right granted in connection with the Option;

(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) “Board” means the board of directors of Brookfield Property Partners Limited, the general partner of BPY;

(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 its Master Services Agreement;

(k) “Brookfield Property Partners” means BPY and any Affiliate of BPY that employs Eligible Persons;

(l) “Cause” means:

(i) a Participant’s willful failure or refusal to perform his or her employment duties after being given notice and a reasonable opportunity to remedy such failure or refusal;

(ii) a Participant’s gross misconduct in connection with the Participant’s employment;

(iii) a Participant’s act of dishonesty or breach of trust in connection with the Participant’s employment;

(iv) a Participant’s conviction of, or a plea of guilty or no contest to, any indictable criminal offence or any other criminal offence involving fraud, dishonesty or misappropriation;

(v) a Participant’s conduct which is likely to injure the reputation or business of the Brookfield Group, including, without limitation, any breach of the Brookfield Group’s Code of Business Conduct and Ethics or the willful violation by the Participant of any of the Brookfield Group’s policies;

(vi) a Participant’s breach of confidentiality, non-solicitation or non-competition obligations; or

(vii) any other conduct of a Participant which would be treated as cause and/or serious misconduct under the laws of the jurisdiction in which the termination occurs;

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

(n) “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;

(o) “Corporation” means BPO ETS Inc.;

(p) “Eligible Persons” means (i) officers or employees of Brookfield Property Partners (other than of an entity who is not a “qualifying person” for purposes of section 7 of the ITA) whose location of employment is within Canada, without regard to that individual’s tax residence or citizenship, or (ii) any other officers, employees or consultants of Brookfield Property Partners (other than a non-employee director of Brookfield Property Partners) so designated by the Board, subject to applicable laws and regulations;

(q) “Employer” means the entity that employs the Participant (or that employed the Participant immediately prior to his or her Termination Date);

(r) “Exercise Price” has the meaning set out in Section 2.2(a);

(s) “Expiry Period” has the meaning set out in Section 2.3(b);

(t) “Fair Market Value” means, for any Tracking Share or BPY Unit, the closing price of a BPY Unit on the Nasdaq on the last trading day preceding the applicable day;

(u) “insider” has the meaning given to such term in the TSX Company Manual in respect of the rules governing Security-Based Compensation Arrangements, as amended from time to time;

(v) “ITA” means the Income Tax Act (Canada);

(w) “Nasdaq” means the Nasdaq Stock Market or successor thereto;

(x) “Notice of Exercise” means a notice in accordance with corporate procedures at the time of the Exercise;

(y) “Option” means the right granted to a Participant to purchase Tracking Shares of the Corporation pursuant to the terms of the Plan;

(z) “Option Agreement” has the meaning set out in Section 2.1(c);

(aa) “Participants” means Eligible Persons to whom Options have been granted but have not been exercised or cancelled;

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

(cc) “Related Entity” means a related corporation as determined in accordance with the ITA;

(dd) “Retirement” means the resignation of a Participant in circumstances determined by the Board, in its absolute discretion, to be retirement;

(ee) “Security-Based Compensation Arrangement” has the meaning given to such term in the TSX Company Manual, as amended from time to time;

(ff) “Share Appreciation Right” has the meaning set out in Section 3.1(a);

(gg) “Shareholders’ Agreement” means the unanimous shareholders’ agreement between shareholders of the Corporation approved by the board of directors of the Corporation from time to time;

(hh) “Specified Maximum” has the meaning set out in Section 1.5(c);

(ii) “Termination Date” means, unless otherwise determined by the Board, 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 or Retirement, the last day of active employment will be the effective date of resignation or Retirement; and

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

(jj) “Tracking Share” means a class A preferred share of the Corporation which is equivalent in value to a BPY Unit at any given time;

(kk) “TSX” means the Toronto Stock Exchange or successor thereto;

(ll) “U.S. Person” means any person who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the Code; and

(mm) “Vested” means any period imposed before a granted Award becomes vested and exercisable.

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

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.4 U.S. Persons

U.S. Persons are not eligible to participate in the Plan.

1.5 Securities Available for Issuance

(a) All shares of the Corporation issued under the Plan shall be Tracking Shares in the capital stock of the Corporation. Options may be granted in respect of authorized and unissued Tracking Shares.

(b) The only securities of BPY issuable under the Plan shall be BPY Units.

(c) The maximum number of BPY Units (the “Specified Maximum”) that are issuable under the Plan shall be 7 million BPY Units. Where, upon exercise of an Award, BPY Units are issued to a Participant, the number of BPY Units issued to, or for the benefit of, a Participant will be deducted from the Specified Maximum. The Specified Maximum is subject to adjustment in accordance with the provisions of the Plan.

(d) The maximum number of BPY Units that are issuable to any one person under the Plan shall not exceed 5% of the issued and outstanding BPY Units (on a non-diluted basis), less the aggregate number of BPY Units reserved for issuance to such person under any other Security-Based Compensation Arrangement of BPY.

(e) The maximum number of BPY Units that are issuable to insiders of BPY at any time pursuant to the Plan and issuable under all other Security-Based Compensation Arrangements of BPY shall not exceed 10% of the issued and outstanding BPY Units.

(f) The maximum number of BPY Units that are issued to insiders of BPY within a one-year period pursuant to the Plan and issued under all other Security-Based Compensation Arrangements of BPY shall not exceed 10% of the issued and outstanding BPY Units.

(g) In the event of any change in the outstanding Tracking Shares by reason of any stock dividend (other than normal dividends) or split, recapitalization, merger, consolidation, combination or exchange of shares, or other corporate change, or any other event which, in the judgment of the Board, justifies action by way of adjustment to the number of Awards, the Board shall make appropriate substitution or adjustment in (i) the number and kind of securities available for issuance under the Plan, (ii) the number and kind of securities subject to unexercised Awards theretofore granted, and (iii) the Exercise Price of such Awards; provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. In the event of the reorganization of the Corporation or the amalgamation, merger or consolidation of the Corporation with another corporation, or the payment of a special or extraordinary dividend, the Board shall make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate.

1.6 Non-Exclusivity

Nothing contained herein shall prevent the Employer from adopting other or additional compensation arrangements, subject to any required approval.

1.7 Amendment and Termination

(a) The Board may amend, suspend or terminate the Plan, any portion thereof or any Award, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX), if any, that require the approval of security holders or any governmental or regulatory body, regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding any rule of common law or equity to the contrary. However, except as expressly set forth herein, no action of the Board or security holders may adversely alter or impair the rights of a Participant without the consent of the affected Participant, under any Award previously granted to the Participant. Without limiting the generality of the foregoing, the Board may make the following types of amendments to the Plan or any Award without seeking security holder approval:

(i) amendments of a “housekeeping” or administrative nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or any Award or to correct or supplement any provision of the Plan or any Award that is inconsistent with any other provision of the Plan or any Award;

(ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX and the Nasdaq);

(iii) amendments necessary for awards to qualify for favorable treatment under applicable tax laws;

(iv) any amendment to the vesting provisions of the Plan or any Award;

(v) any amendment to the termination or early termination provisions of the Plan or any Award, whether or not such Award is held by an insider, provided such amendment does not entail an extension beyond the Expiry Period; and

(vi) amendments necessary to suspend or terminate the Plan.

(b) Securityholder approval will be required for the following types of amendments:

(i) amendments to the number of BPY Units issuable under the Plan, including an increase to a fixed maximum number of BPY Units or a change from a fixed maximum number of BPY Units to a fixed maximum percentage;

(ii) any amendment to the Plan that increases the length of the period after a Blackout Period during which Awards may be exercised;

(iii) any amendment which reduces the Exercise Price of an Award or any cancellation and reissuance of an Award which would be considered a repricing under the rules of the TSX, in each case, other than pursuant to Section 1.5(g) of the Plan;

(iv) any amendment expanding the categories of Eligible Persons which may permit the introduction or reintroduction of non-employee directors on a discretionary basis or any amendment to remove or exceed the insider participation limits;

(v) any amendment extending the term of an Award beyond its Expiry Period, except as provided in Section 2.3(b);

(vi) any amendment which would permit Awards to be transferrable or assignable other than for normal estate planning purposes;

(vii) any amendment to the amendment provisions granting additional powers to the Board to amend the Plan without security holder approval; and

(viii) amendments required to be approved by security holders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

1.8 Right of 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 services of the Employer.

1.9 Taxes

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian and other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan. No Employer shall be held responsible for any tax consequences to the Participant as a result of the Participant’s participation in the Plan. The Employer, the Corporation and its Related Entities shall be authorized to deduct or withhold from any amount payable or credited hereunder, or otherwise, or require that the Participant remit sufficient cash to fund such taxes and other amounts as it may be required by applicable law to deduct or withhold and to remit the amounts deducted or withheld to the applicable governmental authority as required by applicable law (the “Applicable Withholding Taxes”).

In connection with the issuance of BPY Units pursuant to the exercise of Share Appreciation Rights, the Participant may authorize a securities dealer designated by the Corporation, on behalf of the Participant to sell in the capital markets a portion of the BPY Units issued hereunder to realize cash proceeds to be used to satisfy the Applicable Withholding Taxes.

SECTION 2. OPTIONS

2.1 Grants

(a) Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Sections 2.2, 2.3 and 4.1 hereof, applicable to the exercise of an Award, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of the Tracking Shares.

(b) An Eligible Person may, subject to the Board’s discretion, be granted Options on more than one occasion under the Plan and may receive separate Options on any one occasion. Options may be granted with or without related Share Appreciation Rights.

(c) Each Award shall be confirmed by, and subject to, an option agreement (an “Option Agreement”) executed by the Participant. The grant of an Award is conditional on the Participant signing the Option Agreement.

(d) The effective grant date of Options shall be (i) in the case of a grant of Options approved by the Board during a Blackout Period, no earlier than the sixth trading day following the end of such Blackout Period and (ii) in the case of all other grants of Options, no earlier than the sixth trading day following the date such grant is approved by the Board, provided in all cases, that if a subsequent Blackout Period is imposed prior to the grant date, the grant date shall be deferred until no earlier than the sixth trading day following the end of such subsequent Blackout Period.

2.2 Option Exercise Price

(a) The exercise price (“Exercise Price”) of each Option will be established at the time such Option is granted, which shall be awarded in U.S. dollars and shall not be less than the volume-weighted average price of a BPY Unit on the Nasdaq for the five trading days preceding the effective grant date, and shall, in all cases, be not less than such amount required by applicable regulatory authorities from time to time.

(b) The Exercise Price shall be subject to adjustment in accordance with the provisions of Section 1.5(g) hereof.

2.3 Exercise of Options

(a) The Board may determine when any Option shall become Vested and exercisable and may determine that the Option shall be Vested and exercisable in installments. Unless otherwise specified in the Option Agreement or other agreement with the Participant, Options become Vested as to 20% at the first anniversary date after the grant and as to 20% at the end of each subsequent anniversary date up to and including the fifth anniversary date of the grant.

(b) The Board may determine the maximum period following the grant date during which a Vested Option may be exercised (the “Expiry Period”), subject to the provision that Options shall not be exercisable later than 10 years after the date of grant, provided that, if an Option would otherwise expire during a Blackout Period or within 10 calendar days after the end of the Blackout Period, to the extent permitted by applicable law, the term of such Option shall automatically be extended until 10 calendar days after the end of the Blackout Period.

(c) Subject to (a) and (b) above and the applicable provisions of Section 4.1 below, a Vested Option may be exercised at the election of a Participant by delivering to the Corporation a completed Notice of Exercise. If Options are being exercised to acquire Tracking Shares, then the Participant will also deliver a certified cheque or bank draft payable to the Corporation in the amount of the Exercise Price and the Applicable Withholding Taxes and an executed Shareholders’ Agreement. No financial assistance will be provided to a Participant to facilitate the exercise of an Option. On the exercise of an Option, any related Share Appreciation Right shall be automatically cancelled by the Corporation.

(d) A Participant entitled to receive Tracking Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or to have rights as, a shareholder of the Corporation by such exercise, except to the extent such shares are issued therefor and then only from the date such shares are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such shares are issued to a Participant pursuant to the exercise of Options.

(e) If, as and when any Tracking Shares have been duly issued upon the exercise of an Option and in accordance with the terms of such Option and the Plan and any regulations made hereunder, such Tracking Shares shall be conclusively deemed to be allotted as fully paid and non-assessable shares of the Corporation.

SECTION 3. SHARE APPRECIATION RIGHTS

3.1 Grants of Share Appreciation Rights

(a) The Board may, from time to time, grant a right (“Share Appreciation Right”) to any Eligible Person in connection with the grant of any Option. Any such grant of Share Appreciation Rights shall be included in the Option Agreement.

(b) A Share Appreciation Right is the right to surrender to the Corporation all or a portion of an Option in exchange for the consideration as set forth in Section 3.2.

3.2 Exercise of Share Appreciation Rights

A Share Appreciation Right shall Vest at the same time and to the same extent, and have the same Expiry Period as, the Option related thereto. A Participant to whom a Share Appreciation Right has been granted may elect to exercise the Vested Share Appreciation Right, rather than the related Vested Option by filing with the Corporation a completed Notice of Exercise. Upon the Corporation’s receipt of such Notice of Exercise and subject to the terms of this Plan, including Section 1.9, the Participant shall receive a number of BPY Units with an aggregate Fair Market Value at the date of exercise equal to the product of (A) the excess of the Fair Market Value per Tracking Share on the date of exercise over the Exercise Price, and (B) the number of Vested Share Appreciation Rights being exercised. Cash will be paid in lieu of fractional BPY Units based on the Fair Market Value of a BPY Unit on the date of exercise. At the discretion of the Corporation, the Corporation may, in lieu of settling Share Appreciation Rights with BPY Units, pay to the Participant a lump sum cash amount (net of any Applicable Withholding Taxes) equal to the product of (A) the excess of the Fair Market Value per Tracking Share on the date of exercise over the Exercise Price, and (B) the number of Vested Share Appreciation Rights being exercised. Any such cash payment shall be converted into Canadian dollars based on the Bank of Canada exchange rate on the applicable date. On the exercise of any Share Appreciation Right, the related Option shall automatically be cancelled by the Corporation.

3.3 No Unitholder Rights

A Participant shall not be deemed for any purpose to be, or to have rights as, a unitholder of BPY by such exercise of a Share Appreciation Right, except to the extent such units are issued therefor and then only from the date such units are issued. No adjustment shall be made for distributions or other rights for which the record date is prior to the date such units are issue to the Participant.

3.4 Compliance with Legislation

The Board may postpone any exercise of any Share Appreciation Right or the issue of any BPY Units pursuant to the Plan for such time as the Board in its discretion may deem necessary in order to permit BPY to effect or maintain registration of the Plan or the BPY Units issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such units and the Plan are exempt from such registration. BPY shall not be obligated by any provision of the Plan or grant thereunder to issue BPY Units in violation of the law of any government having jurisdiction therein. In addition, BPY shall have no obligation to issue any

BPY Units pursuant to the Plan unless such BPY Units shall have been duly listed, upon official notice of issuance, with a stock exchange on which such BPY Units are listed for trading.

If, as and when any BPY Units have been duly issued upon the exercise of a Share Appreciation Right and in accordance with the terms of such Share Appreciation Right and the Plan and any regulations made hereunder, such BPY Units shall be conclusively deemed to be allotted as fully paid and non-assessable units of BPY.

SECTION 4. EMPLOYMENT STATUS

4.1 Change in Employment Status

Except as otherwise determined by the Board in accordance with applicable laws and regulations, the following provisions apply to the exercise and cancellation of Awards on or following a change in the employment status of a Participant. For greater certainty, no Awards shall be exercisable after its Expiry Period, except as set out in Section 2.3(b).

(a) In the event of termination of the employment of a Participant by the Employer other than for Cause, each of the Vested Awards held by the Participant shall cease to be exercisable 60 calendar days after the Participant’s Termination Date. Each Award held by a Participant that is Vested but not exercised by such time shall be cancelled. Each Award held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(b) In the event of termination of the employment of a Participant by the Employer for Cause, all Awards whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

(c) In the event of resignation by a Participant, all Awards whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

(d) In the event of Retirement by a Participant, each of the Vested Awards held by the Participant shall continue to be exercisable in accordance with the terms of the Plan until its original Expiry Period. Each Award held by a Participant that is Vested but not exercised by such time shall be cancelled. Each Award held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(e) In the event of a Participant being on a continuous leave of absence other than as a result of disability or leave authorized by statute, all Awards whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

(f) In the event of a Participant being on an authorized continuous leave of absence as a result of disability or leave authorized by statute, each of the Vested Awards held by the Participant shall cease to be exercisable 60 calendar days after the

Participant’s Termination Date. Each Award held by a Participant that is Vested but not exercised by such time shall be cancelled. Each Award held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(g) In the event of the death of a Participant, the legal representatives of the Participant may exercise each of the Vested Awards held by the Participant for six months after the Participant’s Termination Date to the extent such Awards are by their terms Vested and exercisable by the Termination Date or become so within a period of six months following the Participant’s death. Each Award held by a Participant that is Vested but not exercised by the legal representatives of the Participant by such time shall be cancelled. Each Award held by a Participant that is not Vested by the Termination Date that would not otherwise become Vested within a period of six months following the Participant’s death shall be cancelled on the Termination Date.

(h) If an Award would otherwise cease to be exercisable during a Blackout Period pursuant to Section 4.1(a), (c), (d), (e), (f) or (g), the term of such Option shall automatically be extended until 10 calendar days after the end of the Blackout Period.

SECTION 5. GENERAL

5.1 Unfunded Plan

Neither the establishment of the Plan nor the granting of Awards to a Participant (if, in the Board’s sole discretion it chooses to do so) shall be deemed to create a trust. Amounts payable to any Participant under the Plan shall be a general unsecured obligation of the Corporation. The right of the Participant or a legal representative of the Participant to receive payment pursuant to the Plan shall be no greater than the rights of a general unsecured creditor of the Corporation.

5.2 Inalienability of Benefits

Subject to the provisions herein set forth, none of the benefits, payments, proceeds, allocations, claims or rights of any Participant hereunder shall be subject to any claim of any creditor of any Participant, nor shall the same be subject to attachment or garnishment or other legal process by any creditor of the Participant, nor shall any Participant have the right to alienate, anticipate, commute, pledge, transfer, sell, encumber or assign any Awards or any of the benefits, payments, proceeds, allocations, claims or rights to which he or she is entitled, contingently or otherwise, under the Plan, except the payments under the Plan may be directed to a legal representative of the Participant as contemplated by this Plan.

SECTION 6. APPROVAL

6.1 Approval

The Plan was effective on June 9, 2014. Amendments to the Plan were approved by the Board on August 1, 2019 and approved by the unitholders of BPY at its special meeting of unitholders held October 24, 2019 to provide the ability for Share Appreciation Rights to be settled with BPY Units. Amendments to the Plan were approved by the Board on November 5, 2019 to provide that the Exercise Price for a grant of Options shall be calculated for the period of five trading days immediately preceding the effective grant date, regardless of whether the grant is approved by the Board during a Blackout Period.

Exhibit 5.1

		Brookfield Property Partners L.P.	Email CLangley@applebyglobal.com
		73 Front Street
		Hamilton	Direct Dial +1 441 298 3202
		Bermuda	Tel +1 441 295 2244
		HM 11	Fax +1 441 292 8666

			Your Ref

			Appleby Ref 410628.0030/CL/AK

			14 November 2019

		Dear Sirs

		BROOKFIELD PROPERTY PARTNERS L.P.

Bermuda Office Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Tel +1 441 295 2244 applebyglobal.com		We have acted as legal advisers as to matters of Bermuda law to Brookfield Property Partners L.P., an exempted 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, and the rules and regulations promulgated thereunder, relating to limited partnership units of the Partnership (the Units) which may be issued upon exercise of stock appreciation rights granted under the Brookfield Property Partners Amended and Restated BPY Unit Option Plan (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:

		1.1 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;

		1.2 the genuineness of all signatures on the Documents;

		1.3 the authority, capacity and power of persons signing the Documents;

		1.4 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;

Appleby (Bermuda) Limited (the Legal
Practice) is a limited liability company
incorporated in Bermuda and
approved and recognised under the
Bermuda Bar (Professional
Companies) Rules 2009. “Partner” is
a title referring to a director,
shareholder or an employee of the
Legal Practice. A list of such persons
can be obtained from your
relationship partner.

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

		1.5 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;

		1.6 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;

		1.7 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 Brookfield Property Partners Limited, in its capacity as general partner of the Partnership (General Partner), on behalf of the Partnership, in meetings which were duly convened and at which a duly constituted quorum was present, maintained 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 Partnership Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; and

		1.8 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:

		2.1 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.

		2.2 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 Stock Plan, 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:

		3.1 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.

		3.2 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.

		3.3 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.

		3.4 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, the Supreme Court Causes Book or Judgment Book do not reveal:

		3.4.1 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

		3.4.2 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;

		3.4.3 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;

		3.4.4 whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

		3.4.5 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 Companies Act 1981, as amended.

		3.5 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.

		3.6 Notwithstanding the joint and several liability of the partners as for general partnerships, Section 16 of the Act provides that all suits respecting the business of a limited partnership shall be prosecuted by and against the general partners only, except in those cases where limited partners are held severally responsible. Therefore, proceedings against the general partner of a Partnership represent the only remedy available through which creditors of such Partnership may become able to seek enforcement against the limited partners of such Partnership on the basis of their several liability.

		3.7 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.

		3.8 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.

		3.9 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 Partnership.

		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

		Appleby (Bermuda) Limited

		SCHEDULE

		1. The entries and filings shown in respect of the Partnership and of the General Partner, on the files of the Partnership and the General Partner maintained in the Registrar of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by searches on 14 November 2019, and the entries and filings shown in respect of the Partnership and the General Partner in the Supreme Court Causes book and judgment book maintained at the Registry of the Supreme Court, Hamilton, Bermuda, as revealed by searches on 14 November 2019 (the Searches).

		2. Certified copies of the following documents in respect of the Partnership: 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; and the Second Amended and Restated Limited Partnership Agreement in respect of BPY dated 8 August 2013, as amended by the First Amendment to the Second Amended and Restated Limited Partnership Agreement dated 5 November 2015, as amended by the Second Amendment to Second Amended and Restated Limited Partnership Agreement dated 21 March 2019 and as amended by the Third Amendment to the Second Amended and Restated Limited Partnership Agreement dated 20 August 2019 (collectively, the Limited Partnership Documents).

		3. Copy of the Minutes of the Meetings of the Board of Directors of the General Partner, as general partner of the Partnership, held on 1 August 2019 (the Resolutions).

		4. Certificates of Compliance, each dated 14 November 2019, issued by the Registrar of Companies in respect of the General Partner and the Partnership.

		5. The Registration Statement.

		6. The Stock Plan.

Exhibit 23.1

Deloitte LLP

Bay Adelaide Centre

East Tower

8 Adelaide Street West

Suite 200

Toronto ON M5H 0A9

Canada

Tel: 416-601-6150

Fax: 416-601-6151

www.deloitte.ca

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 1, 2019 relating to the financial statements of Brookfield Property Partners L.P. and subsidiaries (the “Partnership”) and the effectiveness of the Partnership’s internal control over financial reporting appearing in the Annual Report on Form 20-F of the Partnership for the year ended December 31, 2018.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

November 14, 2019

Exhibit 23.2

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 March 1, 2019, relating to the consolidated financial statements and financial statement schedule of Brookfield Property REIT Inc. (formerly known as GGP Inc.) and subsidiaries, appearing in the Annual Report on Form 20-F of Brookfield Property Partners L.P. for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

November 14, 2019