EXHIBIT 5.01

                      [MORRISON & FOERSTER LLP LETTERHEAD]




                                February 24, 2003


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

         Re:  $300,000,000 Medium-Term Notes Due Nine Months or More From Date
              of Issue

Ladies and Gentlemen:

         We have acted as counsel to United Dominion Realty Trust, Inc. (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's Registration
Statement on Form S-3, Registration No. 333-101611, its Prospectus dated
December 23, 2002 and its Prospectus Supplement dated February 24, 2003 (the
Registration Statement, Prospectus and Prospectus Supplement are collectively
referred to as the "Registration Statement"), relating to the registration under
the Securities Act of 1933 of $300,000,000 Medium-Term Notes Due Nine Months or
More From Date of Issue (the "Notes"). In connection therewith, (i) we have
reviewed the Registration Statement, the Company's Indenture dated as of
November 1, 1995 for Senior Debt Securities (the "Indenture"), and certain of
the Company's other corporate records, documents, instruments and proceedings
taken in connection with the authorization and issuance of the Notes, and (ii)
we have made such inquiries of officers of the Company and public officials and
have considered such questions of law as we have deemed necessary for the
purpose of rendering the opinion set forth herein.

         We have assumed the genuineness of all signatures on and the
authenticity of all items submitted to us as originals and the conformity to
originals of all items submitted to us as copies. We also have relied, as to
matters of fact, upon the accuracy of representations and certificates of the
Company's officers. We have also relied on the Company's records and have
assumed the accuracy and completeness thereof.

         We have further assumed for purposes of the opinion set forth below
that no stop orders relating to the Registration Statement have been issued by
the Commission from the date of this opinion to the date of the issuance and
sale of the Notes and that the Registration Statement complies with all
applicable laws at the time the Notes are offered or issued as contemplated by
the Registration Statement.




United Dominion Realty Trust, Inc.
February 24, 2003
Page 2



         Based upon and subject to the foregoing, we are of the opinion that the
Notes, when duly authenticated by the Trustee in accordance with the Indenture,
and when issued and delivered against payment therefor in the manner
contemplated in the Registration Statement, will be legal, valid and binding
obligations of the Company.

         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.

         We hereby consent to the filing of this opinion as an exhibit to the
Company's filings with the Commission.

                                                Very truly yours,

                                                /s/ Morrison & Foerster LLP

                                                Morrison & Foerster LLP