Exhibit 5.1

                             PETREE STOCKTON, L.L.P.
                                ATTORNEYS AT LAW
                           3500 ONE FIRST UNION CENTER
                      CHARLOTTE, NORTH CAROLINA 28202-6001
                            TELEPHONE (704) 338-5000
                               FAX (704) 338-5125              OTHER OFFICES
                                                               RALEIGH, N. C.
                                                            WINSTON-SALEM, N. C.








                                  June 6, 1996




First Union Residential
  Securitization Transactions, Inc.
301 South College Street
Charlotte, North Carolina  2820

   
Re:      First Union Residential Securitization Transactions, Inc.
         Registration Statement on Form S-3
    

Ladies and Gentlemen:

   
We have acted as counsel for you in connection with the  Registration  Statement
on Form S-3 (the  "Registration  Statement"),  filed  with the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on
the date  hereof  for the  registration  under the Act of  Residential  Mortgage
Pass-Through Certificates (the "Certificates"). Each series of such Certificates
will be issued  pursuant to a separate  Pooling  and  Servicing  Agreement  (the
"Pooling and Servicing Agreement") among First Union Residential  Securitization
Transactions,  Inc.  (the  "Registrant"),  a  trustee  to be  identified  in the
Prospectus  Supplement for such series of Certificates  and a master servicer or
servicer  to be  identified  in the  Prospectus  Supplement  for such  series of
Certificates.
    

We have  made  such  investigation  of law as we  deemed  appropriate  and  have
examined the proceedings  heretofore  taken and are familiar with the procedures
proposed to be taken by the  Registrant  in connection  with the  authorization,
issuance and sale of such Certificates.

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

1.       When each Pooling and Servicing Agreement in respect of which
         we have participated as your counsel has been duly authorized
         by all necessary corporate action and has been duly executed
         and delivered, it will constitute a valid and binding
         obligation of the Registrant enforceable in accordance with
         its terms, subject to applicable bankruptcy, reorganization,
         insolvency and similar laws affecting creditors' rights
         generally and subject, as to enforceability, to general





First Union Residential
Securitization Transactions, Inc.
June 6, 1996
Page 2



         principles of equity (regardless of whether enforcement is
         sought in a proceeding in equity or at law); and

2.       When the issuance, execution and delivery of the Certificates
         in respect of which we have participated as your counsel have
         been duly authorized by all necessary corporate action, and
         when such Certificates have been duly executed, authenticated
         and delivered and sold as described in the Registration
         Statement, such Certificates will be legally and validly
         issued and the holders of such Certificates will be entitled
         to the benefits provided by the Pooling and Servicing
         Agreement pursuant to which such Certificates were issued.

In  rendering  the  foregoing  opinions,   we  have  assumed  the  accuracy  and
truthfulness of all public records of the Registrant and of all  certifications,
documents  and other  proceedings  examined  by us that have  been  executed  or
certified  by  officials  of the  Registrant  acting  within  the scope of their
official capacities and have not verified the accuracy or truthfulness  thereof.
We have also  assumed the  genuineness  of the  signatures  appearing  upon such
public records, certifications,  documents and proceedings. In addition, we have
assumed  that  each  such  Pooling  and  Servicing  Agreement  and  the  related
Certificates  will be executed and delivered in substantially the forms filed as
exhibits to the Registration Statement,  and that such Certificates will be sold
as described in the Registration Statement. We express no opinion as to the laws
of any  jurisdiction  other than the laws of the State of North Carolina and the
federal laws of the United States of America.

We  hereby  consent  to  the  filing  of  this  opinion  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,
without  implying or admitting  that we are "experts"  within the meaning of the
Act or the rules and  regulations  of the  Securities  and  Exchange  Commission
issued  thereunder,  with  respect  to any part of the  Registration  Statement,
including this exhibit.

                                Very truly yours,

                             PETREE STOCKTON, L.L.P.