Exhibit 8.2


                      [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:

     We  have  advised  Wachovia  Asset   Securitization   Issuance,   LLC  (the
"Registrant") with respect to certain federal income tax aspects of the issuance
by the Registrant of its mortgage pass-through certificates (the "Certificates")
and  mortgage-backed  notes  (the   "Notes,"  and  together   with  the
Certificates,  the  "Securities"),  each issuable in series (each,  a "Series").
Such  advice  conforms  to  the  description  of  selected  federal  income  tax
consequences  to  holders  of the  Securities  that  appears  under the  heading
"Federal Income Tax Consequences" in the prospectus (the "Prospectus") forming a
part of the Registration Statement on Form S-3/A (the "Registration  Statement")
as to be filed by the Registrant with the Securities and Exchange  Commission on
October  31,  2003 under the  Securities  Act of 1933, as amended (the "Act").
Such   description   does  not  purport  to  discuss  all  possible  income  tax
ramifications  of  the  proposed  issuance,   but  with  respect  to  those  tax
consequences which are discussed,  in our opinion the description is accurate in
all material respects. To the extent that such description explicitly states our
opinion, we hereby confirm and adopt such opinion herein.

     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