Exhibit 8.1

[Clifford Chance US LLP Letterhead]

Clifford Chance US LLP
200 Park Avenue
New York, New York 10166

TEL: +1 212 878 8000
FAX: +1 212 878 8375
www.cliffordchance.com

December 3, 2003

MFA Mortgage Investments, Inc.
350 Park Avenue, 21st Floor
New York, New York 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 the Company's registration
statement on Form S-3, as filed with the Securities and Exchange Commission (the
"Commission") on December 3, 2003 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the registration of 9,130,706 shares of the Company's common stock, par value
$0.01 per share, which may be issued from time to time pursuant to the Discount
Waiver, Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan") and
which amends, pursuant to Rule 429 of the Securities Act, the Company's prior
registration statement on Form S-3 (File No. 333-83620). In connection
therewith, you have requested our opinion regarding the qualification of the
Company as a real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"). Capitalized terms not otherwise defined
herein shall have the meanings given in the Registration Statement.

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 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.


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 filing of the Registration Statement that is inconsistent with the
Company's status as a REIT for any period prior or subsequent to such filing.

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, and that each
representation contained in such Certificate of Representations to the best of
such entities' knowledge is accurate and complete without regard to such
qualification as to the best of such entities' knowledge. 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 set forth in this letter is based on relevant provisions of the
Code, Treasury Regulations promulgated thereunder, interpretations of the
foregoing as expressed in court decisions, legislative history, and existing
administrative rulings and practices of the Internal Revenue Service ("IRS")
(including its practices and policies in issuing private letter rulings, which
are not binding on the IRS except with respect to a taxpayer that receives such
a ruling), all as of the date hereof. These provisions and interpretations are
subject to change, which may or may not be retroactive in effect, and which may
result in modifications of our opinion. Our opinion does not foreclose the
possibility of a contrary determination by the IRS or a court of competent
jurisdiction, or of a contrary determination by the IRS or the Treasury
Department in regulations or rulings issued in the future. In this regard, an
opinion of counsel with respect to an issue represents counsel's best
professional judgment with respect to the outcome on the merits with respect to
such issue, if such issue were to be litigated, but an opinion is not binding on
the IRS or the courts and is not a guarantee that the IRS will not assert a
contrary position with respect to such issue or that a court will not sustain
such a position asserted by the IRS.

The opinion set forth above represents 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.

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
relied upon by any person or entity other than you without our express
permission. 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,

/s/ CLIFFORD CHANCE US LLP