Published on June 27, 2003
EXHIBIT 5.1
[LETTERHEAD OF CLIFFORD CHANCE US LLP] Clifford Chance US LLP
200 Park Avenue
New York NY 10166 0153
TEL +1 212 878 8000
FAX +1 212 878 8375
www.cliffordchance.com
June 27, 2003
MFA Mortgage Investments, Inc.
350 Park Avenue, 21st Floor
New York, New York, 10022
Ladies and Gentlemen:
We have acted as counsel to MFA Mortgage Investments, Inc., a Maryland
corporation (the "Company"), in connection a registration statement under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
possible offerings from time to time by the Company of: (1) its common stock,
par value $0.01 per share (the "Common Stock"); and (2) its preferred stock, par
value $0.01 per share (the "Preferred Stock," collectively with the Common
Stock, the "Securities") at initial offering prices which will not exceed in
total $500,000,000.
Based on the foregoing, and such other examination of law and fact as we have
deemed necessary, we are of the opinion that:
1. When the Board of Directors of the Company authorizes the issuance of
authorized but unissued Common Stock and in accordance with that
authorization that Common Stock (a) is sold for at least its par value as
contemplated in the Registration Statement or (b) is issued on exercise of
a right to convert Preferred Stock, which are sold for more than the par
value of the Common Stock (including any amount paid at the time of
conversion or exercise) as contemplated in the Registration Statement, the
Common Stock will be legally issued, fully paid and non-assessable.
2. When the Board of Directors of the Company authorizes the creation and
sale of one or more series of Preferred Stock in accordance with the
provisions of the Company's Articles of Amendment and Restatement relating
to the issuance of Preferred Stock and in accordance with that
authorization that Preferred Stock (a) is sold for at least its par value
as contemplated in the Registration Statement or (b) is issued on
conversion of another series of Preferred Stock, which are sold for more
than the par value of the Preferred Stock (including any amount paid at
the time of conversion) as contemplated in the Registration Statement,
that Preferred Stock will be legally issued, fully paid and
non-assessable.
Exh. 5.1-1
MFA Mortgage Investments, Inc.
June 26, 2003
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
prospectus which is part of Registration Statement.
Very truly yours,
/s/Clifford Chance US LLP
Exh. 5.1-2