OPINION OF KUTAK ROCK LLP
Published on April 30, 2001
EXHIBIT 5.1
LEGAL OPINION OF KUTAK ROCK LLP
KUTAK ROCK LLP
THE OMAHA BUILDING ATLANTA
1650 FARNAM STREET DENVER
CHICAGO
OMAHA, NEBRASKA 68102-2186 KANSAS CITY
LINCOLN
402-346-6000 LITTLE ROCK
Facsimile 402-346-1148 NEWPORT BEACH
OKLAHOMA CITY
www.kutakrock.com PASADENA
RICHMOND
SCOTTSDALE
WASHINGTON
April 25, 2001
America First Mortgage Investments, Inc.
399 Park Avenue
36th Floor
New York, NY 10022
Re: America First Mortgage Investments, Inc. Common Stock
Ladies and Gentlemen:
We have acted as counsel for America First Mortgage Investments, Inc., a
Maryland corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-2 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration of
8,625,000 shares of common stock of the Company (the "Shares") to be sold by the
Company.
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-2 and Item 601(b)(5)(i) of Regulation S-K.
In the course of such representation, we have examined, among other things,
the form of underwriting agreement filed as an exhibit to an amendment to the
Registration Statement (the "Underwriting Agreement") and such corporate
records, certificates of public officials and other documents we deemed relevant
and appropriate.
Based on the foregoing, we are of the opinion that, when sold in accordance
with the terms of the Underwriting Agreement, the Shares will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
Very truly yours,
/s/ Kutak Rock LLP