EXHIBIT 5

                          [McGUIREWOODS LLP LETTERHEAD]

                                        September 30, 2002

Board of Directors
Cornerstone Realty Income Trust, Inc.
306 East Main Street
Richmond, Virginia 23219

Ladies and Gentlemen:

     We have acted as counsel to Cornerstone Realty Income Trust, Inc. (the
"Company"), a Virginia corporation, in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement"), to which this
opinion is an exhibit. The Registration Statement pertains to the registration
of 2,694,270 common shares of the Company (the "Common Shares") that may be
issued in connection with certain redeemable preferred units of limited
partnership interest (the "Preferred Units") in Cornerstone NC Operating Limited
Partnership, a North Carolina limited partnership and a subsidiary of the
Company (the "Limited Partnership") and which may be resold from time to time by
the selling securityholders named therein (the "Selling Securityholders"). The
Registration Statement is being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). Terms not
otherwise defined herein shall have the meanings assigned to them in the
Registration Statement.

     We have reviewed originals or copies of (i) the Amended and Restated
Articles of Incorporation (as amended), Bylaws and other corporate documents of
the Company, (ii) the Limited Partnership's Agreement of Limited Partnership
dated September 30, 2001 (the "Limited Partnership Agreement") and (iii) the
Registration Statement. In addition, we have reviewed such other documents and
have made such legal and factual inquiries as we have deemed necessary or
advisable for purposes of rendering the opinions set forth below. Where we have
considered it appropriate, as to certain facts we have relied without
investigation or analysis of any underlying data contained therein, upon
representations of officers or other appropriate representatives of the Company

     Based on and subject to the foregoing and the further limitations and
qualifications hereinafter expressed, we are of the opinion that:

     (1)  The Company is duly organized and validly existing under the laws of
          the Commonwealth of Virginia; and

     (2)  The Common Shares that may be issued to the Selling Securityholders in
          exchange for the Preferred Units, when issued in accordance with the
          terms of the Limited Partnership Agreement, will be, legally issued,
          fully paid and non-assessable.



Cornerstone Realty Income Trust
September 30, 2002
Page 2 of 2


     Our opinions expressed herein are as of the date hereof, and we undertake
no obligation to advise you of any changes in applicable law or any other
matters that may come to our attention after the date hereof that may affect our
opinions expressed herein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading ""Legal Matters" in the prospectus which is a part of such
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Act or the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission.


                                        Very truly yours,


                                        /s/ McGuireWoods LLP