EXHIBIT 5.01


                      [MORRISON & FOERSTER LLP LETTERHEAD]



                                  June 17, 2004


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

         Re:      $750,000,000 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. 333-115696, its Prospectus dated June 9,
2004 and its Prospectus Supplement dated June 17, 2004 (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 $750,000,000 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.
June 17, 2004
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, 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 the
Company's filings with the Commission.

                                           Very truly yours,

                                           /s/ Morrison & Foerster LLP

                                           Morrison & Foerster LLP