Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

June 19, 2015

Documents

Exhibit 5.1

 

[Letterhead of Morgan, Lewis & Bockius LLP]

 

June 19, 2015

 

MFA Financial, Inc.

350 Park Avenue, 20th Floor

New York, New York 10022

 

RE:                           MFA Financial, Inc. - Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to MFA Financial, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 1,503,045 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issuable in connection with the Company’s Equity Compensation Plan (the “Plan”).

 

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Company’s Amended and Restated Articles of Incorporation, as amended, the Company’s Amended and Restated Bylaws, the Plan and such other documents, records and other instruments as we have deemed appropriate for the purposes of the opinion set forth herein.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in the manner and on the terms described in the Plan, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to the Maryland General Corporation Law.

 

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,

 

/s/ MORGAN, LEWIS & BOCKIUS LLP