EXHIBIT 8.1

[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, NY 10022

Re: REIT Status of MFA Mortgage Investments, Inc.

Ladies and Gentlemen:

We have acted as counsel to MFA Mortgage Investments, Inc., a Maryland
corporation (the "Company"), in connection with a registration statement (the
"Registration Statement") on Form S-3 filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to possible offerings from time to time by the
Company of: (1) its common stock, par value $.01 per share (the "Common Stock");
and (2) its preferred stock par value $.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.

In rendering the opinion expressed herein, we have examined and, with your
permission, relied on the following items:

1. the opinion of Kutak Rock LLP (the "Kutak Opinion"), dated February 25, 2002,
regarding the qualification of the Company as a real estate investment trust
("REIT") for its taxable year ended December 31, 1998 through the date of such
opinion;

2. a reliance letter addressed to us from Kutak Rock LLP allowing us to rely on
the Kutak Opinion for purposes of rendering this opinion with respect to the
Company's taxable years ended prior to February 25, 2002;

3. a Certificate of Representations, (the "Certificate of Representations")
dated as of the date hereof, provided to us by the Company and Retirement
Centers Corporation ("RCC");

4. the Registration Statement; and

5. such other documents, records and instruments as we have deemed necessary in
order to enable us to render the opinion referred to in this letter.


Exh. 8.1-1

MFA Mortgage Investments, Inc.
June 27, 2003

Page 2

In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents and have not been subsequently
amended, (ii) the signatures of each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and correct,
(v) all obligations imposed by any such documents on the parties thereto have
been performed or satisfied in accordance with their terms, (vi) the Company and
RCC at all times have operated in accordance with the method of operation
described in their organizational documents, and (vii) no action will be taken
following the Offering that is inconsistent with the Company's status as a REIT
for any period prior or subsequent to the Offering.

For purposes of rendering the opinion stated below, we have assumed, with your
consent, the accuracy of the representations contained in the Certificate of
Representations provided to us by the Company and RCC. These representations
generally relate to the classification and operation of the Company as a REIT
and to the organization and operation of the Company and RCC. In rendering the
opinion stated below, with your consent, we have also relied on, and assumed the
accuracy of, and our opinion is therefore limited by, the Kutak Opinion with
respect to the qualification of the Company as a REIT for all of its taxable
years ended on or prior to December 31, 2001.

Based upon, subject to, and limited by the assumptions and qualifications set
forth herein, we are of the opinion that commencing with its taxable year ended
December 31, 1998, the Company was organized in conformity with the requirements
for qualification and taxation as a REIT under the Code and its method of
operation as described in the Registration Statement and as set forth in the
Certificate of Representations has enabled it to meet the requirements for
qualification as a REIT under the Code, and the Company's proposed method of
operation as described in the Registration Statement and the Certificate of
Representations will enable the Company to continue to so qualify. To the extent
that the foregoing opinion refers to any period beginning prior to January 1,
2002, it is based solely on the Kutak Opinion (which we have relied upon with
your express permission).

The opinion stated above represent our conclusion as to the application of
federal income tax laws existing as of the date of this letter and we can give
no assurance that legislative enactments, administrative changes or court
decisions may not be forthcoming that would modify or supersede our opinion. An
opinion of counsel merely represents counsel's judgement with respect to the
probable outcome on the merits and is not binding on the IRS or the courts.
There can be no assurance that positions contrary to our opinion will not be
taken by the IRS, or that a court considering the issues would not hold contrary
to such opinion.

The opinion set forth above represent our conclusions based upon the documents,
facts, representations and assumptions referred to above. Any material
amendments to such documents, changes in any significant facts or inaccuracy of
such representations or assumptions could affect the opinion referred to herein.
Moreover, the Company's qualification and taxation as a REIT depended and
depends upon the ability of the Company to meet for each taxable year, through
actual annual operating results, requirements under the Code regarding gross
income, assets, distributions and diversity of stock ownership. We have not
undertaken to review the Company's compliance with these requirements on a
continuing basis. Accordingly, no assurance can be given that the actual results
of the Company's operations for any single taxable year have satisfied or will
satisfy the tests necessary to qualify as or be taxed as a REIT under the Code.
Although we have made such inquiries and performed such investigations as we
have deemed necessary to fulfill our professional responsibilities as counsel,
we have not undertaken an independent investigation of all of the facts referred
to in this letter, the Certificate of Representations and the Kutak Opinion.


Exh. 8.1-2

MFA Mortgage Investments, Inc.
June 27, 2003
Page 3

The opinion set forth in this letter is (i) limited to those matters expressly
covered and no opinion is expressed in respect of any other matter, (ii) as of
the date hereof and (iii) rendered by us solely for your benefit and may not be
provided to or relied upon by any person or entity other than you without our
express permission.

Very truly yours,

/s/Clifford Chance US LLP


Exh. 8.1-3