8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 16, 2007

UNITED DOMINION REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland
(State or other
jurisdiction of
incorporation) 1-10524
(Commission File Number) 54-0857512
(I.R.S. 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))

Item 8.01. Other Events.

     On February 16, 2007, United Dominion Realty Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission a Prospectus Supplement dated February 16, 2007, to its Prospectus dated January 25, 2006, which was included in its Registration Statement on Form S-3 (Registration No. 333-131278). The Prospectus Supplement relates to the resale of up to 469,344 shares of the Company’s common stock (the “Shares”) by the selling stockholder named in the Prospectus Supplement. Morrison & Foerster LLP, as counsel to the Company, has issued its opinion with respect to the legality of the Shares and to certain U.S. federal income tax matters. The legality opinion is attached hereto and incorporated herein by reference as Exhibit 5.1. The opinion relating to certain U.S. federal income tax matters is attached hereto and incorporated herein by reference as Exhibit 8.1.

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.	Description
5.1	Legality Opinion of Morrison & Foerster LLP
8.1	Tax Opinion of Morrison & Foerster LLP
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1 and 8.1)

2

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: February 16, 2007	/s/ David L. Messenger
	David L. Messenger
	Senior Vice President and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit No.	Description
5.1	Legality Opinion of Morrison & Foerster LLP
8.1	Tax Opinion of Morrison & Foerster LLP
23.1	Consent of Morrison & Foerster LLP (included in Exhibit 5.1 and 8.1)

EX-5.1

EXHIBIT 5.1

[Morrison & Foerster LLP Letterhead]

February 16, 2007

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

Ladies and Gentlemen:

We have acted as counsel to United Dominion Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing of the Company’s Registration Statement on Form S-3, Registration No. 333-131278, Prospectus dated January 25, 2006 and Prospectus Supplement dated February 16, 2007 (the Registration Statement, Prospectus and Prospectus Supplement are collectively referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”), relating to the resale by the holder of 469,344 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”). The Shares were issued by the Company upon conversion of a total of 469,344 limited partnership units (the “OP Units”) of United Dominion Realty, L.P., a Delaware limited partnership (“UDR L.P.”) in which the Company is the general partner. The OP Units were originally issued by UDR L.P. in 1998 in connection with the Company’s acquisition of American Apartment Communities II.

In connection with this opinion, (i) we have reviewed the Registration Statement and certain of the Company’s other corporate records, documents, instruments and proceedings taken in connection with the authorization and issuance of the Shares, 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.

In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed (a) that each other party other than the Company has (i) the power and authority to execute and deliver, and to perform and observe the provisions of, such documents, and (ii) has duly authorized, executed and delivered each such document, (b) that such documents constitute the legal, valid and binding obligations of each such party, and (c) the integrity and completeness of the minute books of the Company presented to us for examination.

Based on and subject to the foregoing, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.

We express no opinion as to the matters governed by any laws other than the substantive laws of the State of Maryland that are in effect on the date hereof, without reference to choice of law rules.

We hereby consent to the filing of this opinion as an exhibit to the Company’s filings with the Commission and to the reference to our firm under the caption “Legal Matters” in the Registration Statement.

Sincerely,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

EX-8.1

EXHIBIT 8.1

[Morrison & Foerster LLP Letterhead]

February 16, 2007

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 preparation and filing of the Company’s Registration Statement on Form S-3, Registration No. 333-131278, Prospectus dated January 25, 2006 and Prospectus Supplement dated February 16, 2007 (the Registration Statement, Prospectus and Prospectus Supplement are collectively referred to as the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”), relating to the resale by the holder of 469,344 shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”). The Shares were issued by the Company upon conversion of a total of 469,344 limited partnership units (the “OP Units”) of United Dominion Realty, L.P., a Delaware limited partnership (“UDRLP”) in which the Company is the general partner. The OP Units were originally issued by UDRLP in 1998 in connection with the Company’s acquisition of American Apartment Communities II. Capitalized terms not defined herein shall have the meanings ascribed to them in the certificate (or incorporated therein by reference) dated February 16, 2007 (the “Certificate”), delivered to Morrison & Foerster llp by the Company and the Operating Partnerships which provides certain representations by them relevant to this opinion.

     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, (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.

     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 Operating 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 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 2002 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.

     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, 2003 through its taxable year ended December 31, 2006, 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 ending December 31, 2007 and thereafter;

(ii)

We have reviewed the statements included or incorporated by reference in the Registration Statement under the heading “Material U.S. 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.

     The opinion is rendered at the request of the Company and is intended solely for the benefit of the Company for its use in connection with the Registration Statement. No other person or entity may rely on this opinion without our prior written consent. 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 of the Shares. We also consent to the reference to our firm name in the Registration Statement under the captions “Material U.S. Federal Income Tax Considerations” and “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 Prospectus 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