Exhibit 8.1

                      [MORRISON & FOERSTER LLP LETTERHEAD]

                                October 17, 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
Maryland corporation (the "Company"), in connection with the offer and sale from
time to time by the holders of up to 3,425,217 shares (the "Shares") of common
stock of the Company, $1.00 par value per share, that may be issued by the
Company to such holders upon their conversion of the Series E Cumulative
Convertible Preferred Stock of the Company. The Shares are the subject of a
registration statement, as amended (the "Registration Statement"), on Form S-3
(File No. 333-106959) filed by the Company with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (the "Securities Act"), and
a prospectus contained in the Registration Statement (the "Prospectus").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the certificate (or incorporated therein by reference), dated October 17, 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. 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, (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 that all parties to such documents
have acted, and will act, in accordance with the terms of such documents.

                            MORRISON & FOERSTER LLP


United Dominion Realty Trust, Inc.
October 17, 2003
Page Two

            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 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.

                            MORRISON & FOERSTER LLP

United Dominion Realty Trust, Inc.
October 17, 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 in the Prospectus under the
      heading "Federal Income Tax Considerations," 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. We hereby consent to the filing of this opinion as an exhibit to
the Company's filings with the SEC in connection with the Registration
Statement. We also consent to the reference to our firm name in the Prospectus
under the caption "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, nor do
we thereby admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term "experts" as used in the
Securities Act or the rules and regulations of the SEC promulgated thereunder.

                                            Very truly yours,

                                            /s/ MORRISON & FOERSTER LLP