Exhibit 8.1

                  [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 special tax 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 ("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 a 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.

         In rendering the opinion set forth below, we have examined and relied
upon the following: (i) the Registration Statement, the Prospectus and the forms
of Prospectus Supplements constituting a part thereof, each substantially in the
form filed with the Commission, (ii) the form of the Pooling and Servicing
Agreement substantially in the form filed with the Commission, (iii) the form of
Indenture substantially in the form filed with the Commission and (iv) such
other documents, records and instruments as we have deemed necessary for the
purposes of this opinion.

         As counsel to the Company, we have advised the Company with respect to
certain federal income tax aspects of the proposed issuance of the Securities.
Such advice has formed the basis for the description of material federal income
tax consequences for holders of the



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

Securities that appears under the headings "Summary of Prospectus--Tax Status of
the Securities" and "Federal Income Tax Consequences" in the Prospectus and
under the headings "Summary of Terms--Federal Income Tax Consequences" and
"Federal Income Tax Consequences" in the form of Prospectus Supplement for the
Certificates and "Summary of Prospectus Supplement--Material Federal Income Tax
Consequences" and "Material Federal Income Tax Consequences" in the form of
Prospectus Supplement for the Notes. Such descriptions do not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Securities, but, with respect to those federal income tax consequences that are
discussed, in our opinion, the descriptions is accurate in all material
respects.

         This opinion is based on the facts and circumstances set forth in the
Prospectus and Prospectus Supplement and in the other documents reviewed by us.
Our opinion as to the matters set forth herein could change with respect to a
particular Series of Securities as a result of changes in facts or
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. Because the Registration Statement
contemplates Series of Securities with numerous different characteristics, the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to this firm under the
caption "Federal Income Tax Consequences" in the Prospectus forming a part of
the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Act.

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

                                       Very truly yours,

                                       /s/ Cadwalader, Wickersham & Taft