EXHIBIT 8.01
[MORRISON & FOERSTER LLP LETTERHEAD]
February 24, 2003
United Dominion Realty Trust, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
Ladies and Gentlemen:
We have acted as counsel to United Dominion Realty Trust, Inc., a
Virginia corporation (the "Company"), in connection with the offering by the
Company of medium-term notes having an aggregate initial offering price of up to
$300,000,000 or the equivalent thereof in one or more foreign currencies (the
"Notes"), pursuant to that certain Distribution Agreement, dated February 24,
2003 (the "Distribution Agreement), by the Company on the one hand and J.P.
Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co.,
McDonald Investments, Inc., Salomon Smith Barney Inc., and Wachovia Securities
Inc. on the other hand. The Notes are the subject of a registration statement
(the "Registration Statement") on Form S-3 (File No. 333-101611) filed by the
Company with the Securities Exchange Commission ("SEC") under the Securities Act
of 1933 (the "Securities Act"), a prospectus contained in the Registration
Statement (the "Prospectus"), and a supplement to the Prospectus (the
"Prospectus Supplement") dated February 24, 2003. Capitalized terms not defined
herein shall have the meanings ascribed to them in the certificate (or
incorporated therein by reference), dated February 24, 2003 (the "Certificate"),
delivered to Morrison & Foerster llp by the Company and the Operating
Partnerships which provides certain representations by them relevant to this
opinion.
You have requested our opinion as to certain federal income tax matters
regarding the Company and the Operating Partnerships. This opinion is solely for
the benefit of the Company, and may not be relied upon by, nor may copies be
delivered to, any other person without our prior written consent.
In our capacity as counsel to the Company and for purposes of rendering
this opinion, we have examined and relied upon the following, with your consent:
(i) the Certificate, (ii) the Registration Statement and the Prospectus
Supplement, (iii) the Partnership Agreements of the Operating Partnerships and
(iv) such other documents as we have considered relevant to our analysis. In our
examination of such documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories. We have also assumed
United Dominion Realty Trust, Inc.
February 24, 2003
Page Two
that all parties to such documents have acted, and will act, in accordance with
the terms of such documents.
Furthermore, our opinion is based on (a) our understanding of the facts
as represented to us in the Certificate and (b) the assumption that (i) each of
the Partnerships has a valid legal existence under the laws of the state in
which it was formed and has operated in accordance with the laws of such state,
(ii) the Company and the Operating Partnerships are operated, and will continue
to be operated, in the manner described in the Certificate, (iii) the facts
contained in the Registration Statement and the Prospectus Supplement are true
and complete in all material respects, (iv) all representations of fact
contained in the Certificate are true and complete in all material respects, (v)
any representation of fact in the Certificate that is made "to the knowledge" or
similarly qualified is correct without such qualification and (vi) the Company
qualified as a REIT for its 1998 taxable year and all prior taxable years. We
have not undertaken any independent inquiry into or verification of these facts
either in the course of our representation of the Company or for the purpose of
rendering this opinion. While we have reviewed all representations made to us to
determine their reasonableness, we have no assurance that they are or will
ultimately prove to be accurate.
We also note that the tax consequences addressed herein depend upon the
actual occurrence of events in the future, which events may or may not be
consistent with any representations made to us for purposes of this opinion. In
particular, the qualification and taxation of the Company as a REIT for federal
income tax purposes depend upon the Company's ability to meet on a continuing
basis certain distribution levels, diversity of stock ownership, and the various
qualification tests imposed by the Code. To the extent that the facts differ
from those represented to or assumed by us herein, our opinion should not be
relied upon.
Our opinion herein is based on existing law as contained in the
Internal Revenue Code of 1986, as amended (the "Code"), final and temporary
Treasury Regulations promulgated thereunder, administrative pronouncements of
Internal Revenue Service (the "IRS") and court decisions as of the date hereof.
The provisions of the Code and the Treasury Regulations, IRS administrative
pronouncements and case law upon which this opinion is based could be changed at
any time, perhaps with retroactive effect. In addition, some of the issues under
existing law that could significantly affect our opinion have not yet been
authoritatively addressed by the IRS or the courts, and our opinion is not
binding on the IRS or the courts. Hence, there can be no assurance that the IRS
will not challenge, or that the courts will agree, with our conclusions.
United Dominion Realty Trust, Inc.
February 24, 2003
Page Three
Based upon, and subject to, the foregoing and the next paragraph below,
we are of the opinion that, as of the date hereof:
(i) The Company has been organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the Code
for each of its taxable years beginning with the taxable year ended
December 31, 1999 through its taxable year ended December 31, 2002, and
its current organization and current and proposed method of operation
will enable it to continue to meet the requirements for qualification
and taxation as a REIT for the taxable year 2003 and thereafter; and
(ii) We have reviewed the statements included or incorporated by reference
in the Prospectus Supplement under the heading "Federal Income Tax
Considerations," and in the Prospectus under the heading "Federal
Income Tax Considerations" (as modified by the Prospectus Supplement),
and insofar as such statements pertain to matters of law or legal
conclusions, they are correct in all material respects.
We undertake no obligation to update this opinion, or to ascertain
after the date hereof whether circumstances occurring after such date may affect
the conclusions set forth herein. We express no opinion as to matters governed
by any laws other than the Code, the Treasury Regulations, published
administrative announcements and rulings of the IRS, and court decisions.
This opinion is furnished to you solely for use in connection with the
Prospectus Supplement. We hereby consent to the filing of this opinion as an
exhibit to the Company's filings with the SEC in connection with the offering of
the Notes. We also consent to the reference to our firm name in the Prospectus
Supplement under the caption "Federal Income Tax Considerations" and "Legal
Matters." In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ MORRISON & FOERSTER LLP