EXHIBIT 5.1
Published on January 15, 2002
EXHIBIT 5.1
January 15, 2002
America First Mortgage Investments, Inc.
399 Park Avenue
36th Floor
New York, NY 10022
Re: America First Mortgage Investments, Inc.
Ladies and Gentlemen:
We have acted as counsel to America First Mortgage Investments, Inc., a
Maryland corporation (the "Company"), in connection with the issuance of up to
7,475,000 shares of the Company's common stock (the "Shares") pursuant to an
underwritten public offering as described in the Company's Registration
Statement on Form S-3 (No. 333-70082) (the "Registration Statement"), and the
prospectus supplement, dated January 14, 2002 (which, together with the
prospectus included in the Registration Statement on the date it was declared
effective, is referred to herein as the "Prospectus"), each as filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). Unless otherwise defined, capitalized terms
used herein have the respective meanings ascribed to those terms in the
Registration Statement.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 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 the Form 8-K
filed by the Company on January 15, 2002 and incorporated by reference into the
Registration Statement and Prospectus (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.
America First Mortgage Investments, Inc.
January 15, 2002
Page 2
We render this opinion as members of the Bar of the State of Nebraska
and express no opinion as to any law other than the Corporations and
Associations Article of the Annotated Code of Maryland.
We hereby consent to the filing of this opinion letter as an exhibit to
the Form 8-K filed by the Company on January 15, 2002, to the incorporation
thereof by reference into the Registration Statement and to the reference to
this firm under the heading "Legal Opinions" in the Prospectus. 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