Exhibit 5.2


                      [ORRICK, HERRINGTON & SUTCLIFFE LLP]


                               October 31, 2003


Wachovia Asset Securitization Issuance, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Re:      Wachovia Asset Securitization Issuance, LLC, Registration Statement
         on Form S-3/A Commission File Number 333-109298

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-3/A,
to be filed by Wachovia Asset  Securitization  Issuance,  LLC., a North Carolina
limited liability company (the  "Registrant"),  with the Securities and Exchange
Commission on October 31, 2003 (the "Registration  Statement"),  in connection
with the registration on Form S-3/A under the Securities Act of 1933, as amended
(the "Act") of  mortgage  pass-through  certificates  (the  "Certificates")  and
mortgage-backed   notes (the "Notes," and together with the  Certificates,
the "Securities"). The Securities are issuable in series (each, a "Series"). The
Securities  of each  Series  will  be  issued  pursuant  to  documentation  more
particularly  described in the prospectus and the prospectus supplement relating
to such Series,  forms of which have been  included as part of the  Registration
Statement (the "Issuing Documentation"). The Securities of each Series are to be
sold as set forth in the Registration Statement,  any amendment thereto, and the
prospectus and prospectus supplement relating to such Series.

     We have  examined  such  instruments,  documents  and  records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed.  In such
examination,  we have assumed the following:  (a) the  authenticity  of original
documents  and the  genuineness  of all  signatures;  (b) the  conformity to the
originals  of all  documents  submitted  to us as  copies;  and (c)  the  truth,
accuracy and  completeness of the  information,  representations  and warranties
contained  in the  records,  documents,  instruments  and  certificates  we have
reviewed.

     Based on such examination,  we are of the opinion that when the issuance of
each Series of  Securities  has been duly  authorized by  appropriate  corporate
action and the Securities of such Series have been duly executed,  authenticated
and delivered in accordance with the related Issuing  Documentation  relating to
such  Series and sold,  the  Securities  will be  legally  issued,  fully  paid,
non-assessable,  binding  obligations  of the  issuer,  and the  holders  of the
Securities will be entitled to the benefits of the related Issuing Documentation
except  as  enforcement  thereof  may  be  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  arrangement, fraudulent conveyance, moratorium, or
other laws  relating  to or  affecting  the rights of  creditors  generally  and
general  principles  of  equity,  including  without  limitation,   concepts  of
materiality, reasonableness, good faith and fair dealing, and





Wachovia Asset Securitzation, Inc.
October [__], 2003
Page 2

the  possible  unavailability  of specific  performance  or  injunctive  relief,
regardless  of whether such  enforceability  is  considered  in a proceeding  in
equity or at law.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration  Statement and the  prospectus  contained  therein.  In giving such
consent,  we do not consider  that we are  "experts,"  within the meaning of the
term as used in the Act or the rules and  regulations of the  Commission  issued
thereunder,  with respect to any part of the Registration  Statement,  including
this opinion, as an exhibit or otherwise.

                                           Very truly yours,


                                           /s/ORRICK, HERRINGTON & SUTCLIFFE LLP

                                           ORRICK, HERRINGTON & SUTCLIFFE LLP