Published on May 26, 2010
EXHIBIT
5.1
[Clifford
Chance US LLP Letterhead]
Clifford
Chance US LLP
31 West
52nd
Street
New York,
New York 10019
TEL: +1
212 878 8000
FAX: +1
212 878 8375
www.cliffordchance.com
May 26,
2010
MFA
Financial, Inc.
350 Park
Avenue, 21st Floor
New York,
New York 10022
Re: Registration
Statement on Form S-8 of MFA Financial, Inc.
Ladies
and Gentlemen:
We have
acted as counsel to MFA Financial, Inc., a Maryland corporation (the "Company"),
in connection with the Company’s registration statement on Form S-8, as
filed with the Securities and Exchange Commission (the "Commission") on May 26,
2010 (the "Registration Statement") for registration under the Securities Act of
1933, as amended (the "Securities Act"), of up to 10,000,000 shares (the
"Shares") of the Company’s common stock, par value $0.01 per share, which may be
issued from time to time pursuant to the Company’s 2010 Equity Compensation Plan
(the "Plan").
In
rendering the opinion expressed below, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, documents, certificates and other instruments as in our
judgment are necessary or appropriate. As to factual matters relevant to the
opinion set forth below, we have, with your permission, relied upon certificates
of officers of the Company and public officials.
Based on
the foregoing, and such other examination of law as we have deemed necessary, we
are of the opinion that the Shares have been duly and validly authorized and,
when issued and sold in the manner contemplated by the Registration Statement
and the Plan, 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. In giving this consent, we do not concede that we are within the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission
thereunder.
Very
truly yours,
/s/
Clifford Chance US LLP