[MORRISON & FOERSTER LLP LETTERHEAD]


                                January 27, 2003


United Dominion Realty Trust, Inc.
1745 Shea Center Drive
Suite 200
Highlands Ranch, CO 80129

         Re:  Registration and Sale of Common Stock

Ladies and Gentlemen:

         We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of your
Registration Statement on Form S-3, Registration No. 333-101611, your Prospectus
dated December 23, 2002 and your Prospectus Supplement dated January 27, 2003
(the Registration Statement, Prospectus and Prospectus Supplement are
collectively referred to as the "Registration Statement"), relating to the
registration, issuance and sale of 2,000,000 shares of your common stock, $1.00
par value (the "Shares").

         In connection therewith, we have reviewed the Registration Statement
and certain of your corporate records, documents, instruments and proceedings
taken in connection with the authorization and issuance of the Shares, and such
other factual and legal matters as we have deemed necessary for purposes of
rendering the opinion set forth herein.

         We have assumed the genuineness of the signatures on and the
authenticity of all documents submitted to us as originals and the conformity to
original documents submitted to us as certified or photostatic copies. We also
have relied, as to matters of fact, upon the accuracy of representations and
certificates of your officers. We have relied on your records and have assumed
the accuracy and completeness thereof.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and sold and delivered against payment therefor in the
manner described in the Registration Statement, will be validly issued, fully
paid and nonassessable.

         We express no opinion as to matters governed by laws of any
jurisdiction other than the laws of the Commonwealth of Virginia and the federal
laws of the United States of America, as in effect on the date hereof.





United Dominion Realty Trust, Inc.
January 27, 2003
Page 2




         We hereby consent to the filing of this opinion as an exhibit to your
filings with the Commission made in connection with the issuance and sale of the
Shares.

                                            Very truly yours,

                                            /s/  Morrison & Foerster LLP

                                            Morrison & Foerster LLP