Exhibit 5.1

                                September 22, 1998

MERIT Securities Corporation
10900 Nuckols Road
Glen Allen, Virginia 23060

Dear Sirs:

         We have acted as counsel to MERIT  Securities  Corporation,  a Virginia
corporation  (the "Company"),  in connection with the Company's  registration of
$1,000,000,000 in principal amount of Collateralized Bonds (the "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.  In that  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 (the  "Indenture")
between the Company and Chase Bank of Texas National Association (formerly
Texas  Commerce Bank National  Association),  as Trustee,
and such other  documents as we have deemed  necessary  for the purposes of this
opinion.

         On the basis of the foregoing, we are of opinion as follows:

         1. The Company has been duly  incorporated and is validly existing as a
corporation 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
September 22, 1998

Page 2

         We bring to your  attention  the fact  that our legal  opinions  are an
expression of professional judgment and are not a guaranty of a result.

         This  letter  and  the  legal  opinions  herein  are  intended  for the
information  solely of the  addressee  hereof and solely for the purposes of the
transactions  described herein and are not to be relied upon by any other person
or entity, or for any other purpose, or quoted in whole or in part, or otherwise
referred to, in any document,  for any purpose without the prior written consent
of this firm. We do not undertake to advise you of matters which may come to our
attention  subsequent  to the date  hereof  which may affect our legal  opinions
expressed herein.

         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.

                                                           Very truly yours,

                                                           ARTER & HADDEN LLP