Exhibit 5.1

                                                  May 12, 1997

MERIT Securities Corporation
10900 Nuckols Road
Glen Allen, Virginia 23060

Ladies and Gentlemen:

         We have acted as counsel to MERIT Securities Corporation, a Virginia
corporation (the "Company"), in connection with the Company's registration of
$1,000,000 in principal amount of Collateralized Mortgage Bonds on Form S-3
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, with respect to the proposed sale of $1,000,000 in
principal amount of the Company's Collateralized Mortgage Bonds, issuable in one
or more series (the "Bonds"). In this capacity, we have examined the
Registration Statement, the Company's Articles of Incorporation and By-laws, the
records of corporate proceedings of the Company, the form of indenture between
the Company and Texas Commerce Bank National Association, as Trustee (the
"Indenture") and such other materials as we have deemed necessary to the
issuance of this opinion.

         On the basis of the foregoing, we are of the opinion that:

         1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Virginia.

         2. When executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the purchasers thereof, the Bonds
will have been duly authorized by the Company and will constitute valid and
binding obligations of the Company in accordance with and subject to the terms
of the Indenture.







MERIT Securities Corporation
May 12, 1997

Page 2

         We hereby consent to the references to our name in the Prospectus
contained in the Registration Statement 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 within the category of persons whose consent is required by Section
7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.

                                                           Very truly yours,

                                                           HUNTON & WILLIAMS