Exhibit 5.1

                  [Letterhead of Cadwalader, Wickersham & Taft]


                                  July 31, 2002


Wachovia Asset Securitization, Inc.
301 South College Street
Charlotte, North Carolina  28288

Ladies and Gentlemen:

         We have acted as your counsel in connection with the registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on July 19, 2002, pursuant to the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers Mortgage
Pass-Through Certificates ("Certificates") and Asset-Backed Notes (the "Notes"
and, together with the Certificates, the "Securities") to be sold by Wachovia
Asset Securitization, Inc. (the "Company") in one or more series (each, a
"Series") of Securities. Each Series of Certificates will be issued under a
separate pooling and servicing agreement (each, a "Pooling and Servicing
Agreement") among the Company, a trustee to be identified in the Prospectus
Supplement for such Series of Certificates (the "Trustee"), and a servicer (the
"Servicer") or a master servicer (the "Master Servicer") to be identified in the
Prospectus Supplement for such Series of Certificates. Each Series of Notes will
be issued under a separate indenture (each, an "Indenture") between a trust (the
"Trust") as issuer and an indenture trustee to be identified in the Prospectus
Supplement for such Series of Notes (the "Indenture Trustee"). A form of Pooling
and Servicing Agreement and Indenture are filed as an exhibit to the
Registration Statement. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Registration
Statement.

         We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents and records of the Company, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.



Wachovia Asset Securitization, Inc.    -2-                         July 31, 2002

         Based on the foregoing, we are of the opinion that:

         1.   When a Pooling and Servicing Agreement for a Series of
              Certificates has been duly and validly authorized, executed and
              delivered by the Company, the Trustee and the Servicer or Master
              Servicer, such Pooling and Servicing Agreement will constitute a
              valid and legally binding agreement of the Company, enforceable
              against the Company in accordance with its terms, subject to
              applicable bankruptcy, reorganization, insolvency, moratorium and
              other laws affecting the enforcement of rights of creditors
              generally and to general principles of equity and the discretion
              of the court (regardless of whether enforcement is sought in a
              proceeding at law or in equity);

         2.   When a Pooling and Servicing Agreement for a Series of
              Certificates has been duly and validly authorized, executed and
              delivered by the Company, the Trustee and the Servicer or Master
              Servicer, and the Certificates of such Series have been duly
              executed, authenticated, delivered and sold as contemplated in the
              Registration Statement, such Certificates will be legally and
              validly issued, fully paid and nonassessable, and the holders of
              such Certificates will be entitled to the benefits of such Pooling
              and Servicing Agreement;

         3.   When an Indenture for a Series of Notes has been duly and validly
              authorized, executed and delivered by the Trust and the Indenture
              Trustee, such Indenture will constitute a valid and legally
              binding agreement of the Trust, enforceable against the Trust in
              accordance with its terms, subject to applicable bankruptcy,
              reorganization, insolvency, moratorium and other laws affecting
              the enforcement of rights of creditors generally and to general
              principles of equity and the discretion of the court (regardless
              of whether enforcement is sought in a proceeding at law or in
              equity); and

         4.   When an Indenture for a Series of Notes has been duly and validly
              authorized, executed and delivered by the Trust and the Indenture
              Trustee, and the Notes of such Series have been duly executed,
              authenticated, delivered and sold as contemplated in the
              Registration Statement, such Notes will be legally and validly
              issued, fully paid and nonassessable, and the holders of such
              Notes will be entitled to the benefits of such Indenture.

         We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.

                                      Very truly yours,

                                      /s/ Cadwalader, Wickersham & Taft