EX-5.1: OPINION AS TO LEGALITY
Published on November 26, 2008
Exhibit 5.1
[Clifford Chance US LLP Letterhead]
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
31 West 52nd Street
New York, New York 10019
TEL: +1 212 878 8000
FAX: +1 212 878 8375
www.cliffordchance.com
FAX: +1 212 878 8375
www.cliffordchance.com
November 26, 2008
MFA Mortgage Investments, Inc.
350 Park Avenue, 21st Floor
New York, New York 10022
350 Park Avenue, 21st Floor
New York, New York 10022
Re: | Registration Statement on Form S-3 relating to 10,000,000 shares of common stock of MFA Mortgage Investments, Inc. issuable pursuant to its Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan (the Plan). |
Ladies and Gentlemen:
We have acted as counsel to MFA Mortgage Investments, Inc., a Maryland corporation (the Company),
in connection with the Companys registration statement on Form S-3, as filed with the Securities
and Exchange Commission (the Commission) on November 26, 2008 (the Registration Statement)
under the Securities Act of 1933, as amended (the Securities Act), pursuant to Rule 415(a)(5) of
the Securities Act, in connection with the registration of 10,000,000 shares (the Shares) of the
Companys common stock, par value $0.01 per share, which may be issued from time to time pursuant
to the Plan.
In rendering this opinion, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates, letters of public
officials and other instruments as we have deemed necessary or appropriate for the purposes of
rendering the opinion. In examining all such documents, we have assumed the genuineness of all
signatures, the authenticity of all documents purported to be originals, the conformity to the
respective originals of all documents submitted to us as certified, telecopied, photostatic or
reproduced copies, and the absence of any amendments or modifications to those items reviewed by
us. As to any facts material to this opinion which we have not independently established or
verified, we have relied upon statements and representations of representatives of the Company and
others.
Based upon the foregoing, and such other examination of law and fact as we have deemed necessary,
we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares
are issued and delivered by the Company upon receipt of the consideration therefor as provided in,
and otherwise in accordance with, the Plan and the resolutions of the Companys Board of Directors
authorizing the adoption of the Plan and the registration of the Shares, the Shares will be legally
issued, fully paid and non-assessable.
The opinion stated herein is limited to the Maryland General Corporation Law. We do not express
any opinion with respect to the law of any other jurisdiction or as to the effect of any such law
on the opinion herein stated.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the
reference to this firm under the caption Legal Matters in the prospectus which is part of the
Registration Statement.
Very truly yours,