8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2004

UNITED DOMINION REALTY TRUST, INC.

(Exact name of Registrant as specified in its charter)

Maryland	1-10524	54-0857512
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

TABLE OF CONTENTS

	ITEM 8.01. Other Events
	ITEM 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
Legality Opinion of Morrison & Foerster LLP
Tax Opinion of Morrison & Foerster LLP

ITEM 8.01. Other Events

     United Dominion Realty Trust, Inc. (the “Company”) has filed with the Securities and Exchange Commission a Prospectus Supplement dated October 18, 2004 to its Prospectus dated June 9, 2004, relating to the issuance and sale by the Company from time to time of up to a total of 5,000,000 shares of the Company’s common stock, $1.00 par value per share, pursuant to the Sales Agreement dated July 3, 2003 with Cantor Fitzgerald & Co., which was filed as Exhibit 99.01 to the Company’s Current Report on Form 8‑K dated and filed with the Securities and Exchange Commission on July 3, 2003 (Commission No. 1‑10524). Subject to the terms of the Sales Agreement, Cantor Fitzgerald & Co. will serve as the Company’s agent in connection with such sales. Morrison & Foerster LLP, as counsel to the Company, has issued its opinion with respect to the legality of the shares of common stock which may be offered and sold under the Company’s Prospectus Supplement dated October 18, 2004 and Prospectus dated June 9, 2004. The legality opinion is attached hereto and incorporated herein by reference as Exhibit 5.01. Morrison & Foerster LLP has also issued its opinion with respect to certain U.S. federal income tax matters, which opinion is attached hereto and incorporated herein by reference as Exhibit 8.01.

ITEM 9.01. Financial Statements and Exhibits

     (c)  Exhibits.

Exhibit No.	Description
5.01	Legality Opinion of Morrison & Foerster LLP.
8.01	Tax Opinion of Morrison & Foerster LLP.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED DOMINION REALTY TRUST, INC.
Date: October 21, 2004	By:	/s/ Scott A. Shanaberger Name:   Scott A. Shanaberger Title:     Senior Vice President and               Chief Accounting Officer

Exhibit Index

Exhibit No.	Description
5.01	Legality Opinion of Morrison & Foerster LLP.
8.01	Tax Opinion of Morrison & Foerster LLP.

EX-5.01 2 d19227exv5w01.htm LEGALITY OPINION OF MORRISON & FOERSTER LLP

Exhibit 5.01

[Letterhead of Morrison & Foerster LLP]

October 18, 2004

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. 333-115696, the Company’s Prospectus dated June 9, 2004 and the Company’s Prospectus Supplement dated October 18, 2004 (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.
October 18, 2004
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

EX-5.01

exv5w01

EX-8.01

Exhibit 8.01

[Letterhead of Morrison & Foerster LLP]

October 18, 2004

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 issuance and sale by the Company of up to 5,000,000 shares of its common stock, $1.00 par value per share (the “Common Stock”) pursuant to that certain Sales Agreement, dated July 3, 2003, as amended through the date hereof, by the Company on the one hand and Cantor Fitzgerald & Co., on the other hand. The Common Stock is the subject of a registration statement (the “Registration Statement”), on Form S-3 (File No. 333-115696) filed by the Company with the Securities Exchange Commission (“SEC”) under the Securities Act of 1933 (the “Securities Act”), a prospectus dated June 9, 2004 (the “Prospectus”) and a supplement thereto dated October 18, 2004 (the “Prospectus Supplement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the certificate (or incorporated therein by reference), dated October 18, 2004 (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. Although you (and each of your employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the federal tax treatment and federal tax structure of the Company and all materials of any kind that were provided to you by us relating to such tax treatment and tax structure, this opinion is intended solely for the benefit of the Company. You may not authorize any other person or entity to rely on this opinion, or otherwise make this opinion available for the benefit of any other person or entity, 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, the Prospectus and the Prospectus Supplement, (iii) the Partnership Agreements of the Operating Partnerships and (iv)

United Dominion Realty Trust, Inc.
October 18, 2004
Page Two

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.

     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, the Prospectus and the Prospectus Supplement 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 1999 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 Internal Revenue Code of 1986, as amended (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 Code, final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements of the 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.

United Dominion Realty Trust, Inc.
October 18, 2004
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, 2000 through its taxable year ended December 31, 2003, 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 2004 and thereafter; and

(ii)

We have reviewed the statements included or incorporated by reference in the Prospectus Supplement under the heading “U.S. Federal Income Tax Considerations,” and in the Prospectus under the heading “U.S. Federal Income Tax Considerations” (as modified by the Prospectus Supplement), 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 Supplement. We hereby consent to the filing of this opinion as an exhibit to the Company’s filings with the SEC in connection with the Prospectus Supplement. We also consent to the reference to our firm name in the Prospectus Supplement 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, the Prospectus or the Prospectus Supplement 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