EXHIBIT 5.01

                      (MORRISON & FOERSTER LLP LETTERHEAD)

                                  July 3, 2003


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

         Re:  Registration and Offering of Common Stock

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, the Company's Prospectus dated
December 23, 2002 and the Company's Prospectus Supplement dated July 3, 2003
(the Registration Statement, Prospectus and Prospectus Supplement are
collectively referred to as the "Registration Statement"), relating to the
registration of up to 5,000,000 shares of the Company's common stock, $1.00 par
value (the "Shares"), which may be issued and sold pursuant to the Sales
Agreement dated July 3, 2003 (the "Sales Agreement") by and between the Company
and Cantor Fitzgerald & Co.

         In connection therewith, we have reviewed the Registration Statement,
the Sales Agreement 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, the Sales Agreement and the
Placement Notice issued by the Company in accordance with the Sales Agreement,
will be validly issued, fully paid and nonassessable.





United Dominion Realty Trust, Inc.
July 3, 2003
Page 2


         We express no opinion as to matters governed by laws of any
jurisdiction other than the laws of the State of Maryland 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 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