Exhibit 5.1
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           [LETTERHEAD OF KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP]


May 23, 2006

Annaly Mortgage Management, Inc.
1211 Avenue of the Americas, Suite 2902
New York, New York 10017

       Re: Registration of Shares on Form S-3
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Ladies and Gentlemen:

       We have acted as counsel for Annaly Mortgage Management, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-3  filed  on  May  23,  2006  and  all   amendments   thereto   (collectively,
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
shares of common stock,  $0.01 par value per share, of the Company and shares of
preferred stock,  $0.01 par value per share, of the Company  (collectively,  the
"Shares"). Capitalized terms used but not defined herein shall have the meanings
given to them in the Registration Statement.

       You have  requested  our  opinion  as to the  matter  set forth  below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion, we have examined the Registration Statement,  the Company's Articles of
Incorporation,  as amended and  supplemented,  and Bylaws,  as amended,  and the
corporate  actions of the Company that  provide for the adoption and  subsequent
amendments  of  the   Registration   Statement  and  we  have  made  such  other
investigation  as we have deemed  appropriate.  We have examined and relied upon
certificates  of public  officials  and, as to certain  matters of fact that are
material to our opinion,  we have also relied on a certificate  of an officer of
the Company in rendering our opinion. We have further assumed the legal capacity
of natural persons. We have not verified any of those assumptions.

       Our  opinion  set  forth  below  is  limited  to  the  Maryland   General
Corporation   Law,   including  the   applicable   provisions  of  the  Maryland
Constitution and reported judicial decisions interpreting those laws.

       Based upon and subject to the foregoing, it is our opinion that:

       1.     The Company  has been duly  incorporated  and is validly  existing
under the laws of the State of Maryland and is in good  standing  with the State
Department of Assessments and Taxation of Maryland.

       2.     The Shares have been duly  authorized  for issuance by the Company
and, when and if issued and  delivered  against  payment  therefor in accordance
with the  charter of the  Company  and the  resolutions  adopted by the Board of
Directors of the Company, will be validly issued, fully paid and nonassessable.






Annaly Mortgage Management, Inc.
May 23, 2006
Page 2


       The opinion  expressed herein is limited to the matters  specifically set
forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law
changes  after  the date  hereof or if we  become  aware of any fact that  might
change the opinion expressed herein after the date hereof.

       This opinion is being  furnished to you for  submission to the Commission
as an exhibit to the Registration  Statement. We hereby consent to the filing of
this opinion as an exhibit to the  Registration  Statement and to the use of the
name of our firm therein.  In giving this  consent,  we do not admit that we are
within the  category  of persons  whose  consent is required by Section 7 of the
1933 Act or the rules and regulations thereunder.

                                Yours truly,



                                /s/ KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

                                KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP