Exhibit 8.1

                                                 November 5, 1996

MERIT Securities Corporation
4880 Cox Road
Glen Allen, Virginia  23060

                           Federal Income Tax Matters

Dear Sirs:

                  We have acted as counsel to MERIT Securities Corporation, a
Virginia corporation (the "Issuer"), in connection with the preparation of the
Registration Statement to which this opinion is attached (the "Registration
Statement"), which is being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of $2,000,000,000 additional aggregate principal amount of
Collateralized Mortgage Bonds (the "Bonds") to be issued by the Issuer. The
Bonds will be issued pursuant to an indenture, as supplemented and amended from
time to time, and an indenture supplement with respect to each series of Bonds
(collectively, the "Indenture"), between the Issuer and Texas Commerce Bank
National Association, as trustee (the "Trustee").

                  We have reviewed the originals or copies of (i) the Articles
of Incorporation, by-laws, and other corporate documents of the Issuer; (ii)
certain resolutions of the Board of Directors of the Issuer; (iii) the form of
an indenture; (iv) the Registration Statement and the prospectus included
therein; and (v) such other documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below.

                  Based on the foregoing, we are of the opinion that the
statements and legal conclusions contained in the Registration Statement under
the caption "Certain Federal Income Tax Consequences" are correct in all
respects that are material to the holders of the Bonds, and the discussion
thereunder does not omit any material provision with respect to the matters
covered. Subject to the qualifications stated herein, we also are of the opinion
that, with respect to each series of Bonds issued pursuant to the Registration
Statement, if (i) the Issuer, the Trustee, and certain other parties to the
issuance transaction comply with all of the provisions of the related Indenture
and certain other documents to be prepared and executed in connection







MERIT Securities Corporation
November 5, 1996

Page 2

with the issuance of such series of Bonds and (ii) the Issuer issues and sells
the Bonds as described in the Registration Statement and the related prospectus
supplement, the Bonds of such series will be treated for federal income tax
purposes as evidences of indebtedness and not as an ownership interest in the
collateral securing them or an equity interest in the Issuer or in a separate
association taxable as a corporation.

                  Although section 385 of the Internal Revenue Code of 1986, as
amended, authorizes the Department of the Treasury to issue regulations defining
instruments as equity or indebtedness for federal income tax purposes, no such
regulations have been issued. Furthermore, there are no controlling regulations,
published rulings, or judicial decisions involving securities with terms
substantially the same as the Bonds that discuss, for federal income tax
purposes, (i) whether the securities constitute equity or indebtedness or (ii)
whether the collateral relating to the securities has been pledged or sold to
the holders of the securities. Therefore, counsel will analyze all of the facts
and circumstances surrounding the issuance and sale of each series of Bonds and
will provide at closing a separate opinion with respect to each such series to
which this opinion applies. Our opinion regarding the characterization of the
Bonds of a given series as evidences of indebtedness will be based upon facts
and circumstances and upon rulings and judicial decisions involving situations
that we consider to be analogous.

                  You should be aware that this opinion and the discussion
contained in the Registration Statement under the caption "Certain Federal
Income Tax Consequences" represent conclusions as to the application to the
Bonds of existing law, regulations, administrative rules and practices, and
legislative history, including, but not limited to, the official explanation of
the Tax Reform Act of 1986. There can be no assurance, however, that contrary
positions will not be taken by the Internal Revenue Service or that existing law
will not change.

                  We hereby consent to the reference to our firm under the
caption "Certain Federal Income Tax Consequences" and to the filing of this
opinion as an Exhibit to the Registration Statement. In giving this consent, we
do not admit that we are in the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.

                  No opinion has been sought and none has been given concerning
the tax treatment of the issuance and sale of the Bonds under the laws of
Virginia or any other state.

                                                     Very truly yours,

                                                     HUNTON & WILLIAMS