EX-5.1 2 a2238236zex-5_1.htm EX-5.1

Exhibit 5.1

 

 

April 4, 2019

 

Anworth Mortgage Asset Corporation

1299 Ocean Avenue, Second Floor

Santa Monica, California 90401

 

Re:                             Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Anworth Mortgage Asset Corporation, a Maryland corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof (as may be amended, the “Registration Statement”).  The Registration Statement includes a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), relating to the registration of sales and issuances by the Company of up to $490,236,182 aggregate offering price of (i) shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), (ii) shares of one or more series of preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”), (iii) warrants of the Company (“Warrants”) to purchase shares of Common Stock or Preferred Stock, and (iv) any combination of the foregoing.  The Common Stock, Preferred Stock, and Warrants, including any additional Common Stock, Preferred Stock, and Warrants that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act in connection with an offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or such applicable Prospectus, other than as expressly stated herein with respect to the sale and issuance of such respective Securities under such applicable Prospectus.

 

In connection with our representation of the Company, and as a basis for the opinions expressed below, we have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of the Amended Articles of Incorporation of the Company, as amended and supplemented to date (collectively, the “Charter”), the By-Laws of the Company, as amended, the Registration Statement, and such corporate documents, records, agreements and instruments of the Company, certificates of public officials, certificates of officers of the Company, resolutions of the board of directors of the Company (the “Board of Directors”), and such other documents, records, agreements, instruments and certificates, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinions set forth herein.  In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the conformity with the original documents of any copies thereof submitted to us for our examination, and the genuineness of all signatures.  In making our examination of documents executed by parties other than the Company, we

 


 

have assumed that such other parties had the legal capacity or power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such other parties of such documents, and the validity and binding effect thereof.  In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates and/or statements of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently investigated by us.

 

We have assumed (i) that the Warrants and related warrant agreements (collectively, the “Warrant Documents”) will be duly authorized, executed and delivered by the parties thereto, (ii) that each of the Warrant Documents will constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms (other than with respect to the Company), and (iii) that the status of each of the Warrant Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, other agreements or instruments, (b) violations of applicable statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.  We have also assumed that any issuance of shares of Common Stock by the Company will not cause any person to violate any of the provisions of the Charter relating to ownership limitations.

 

Our opinions set forth herein are limited to the Maryland General Corporation Law, and we do not express any opinion herein with respect to the laws of any other jurisdiction.  In addition, we express no opinion as to matters relating to compliance with any federal or state antifraud laws, any securities or blue-sky laws of any jurisdiction, or any other rules or regulations relating to securities.

 

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

 

1.             When an issuance of shares of Common Stock has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and  numbers of shares (a) available under the Charter, and (b) authorized by the Board of Directors in connection with the offering contemplated by the applicable Prospectus, such shares of Common Stock will be validly issued, fully paid and non-assessable.

 

2.             When a series of Preferred Stock has been duly established in accordance with the terms of the Charter and authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the applicable Prospectus and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (a) available under the Charter, and (b) authorized by the Board of Directors in connection with the offering contemplated by the applicable Prospectus, such shares of such series of Preferred Stock will be validly issued, fully paid and non-assessable.

 

3.             When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of such warrant agreement and authorized by all necessary corporate action of the Company, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of such warrant agreement and in the manner contemplated by the

 

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applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

The foregoing opinions are subject to (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.  Furthermore, we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, and (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief.

 

We hereby consent to (i) the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and (ii) the reference to our firm appearing under the caption “Legal Matters” in the Prospectus.  We further consent to the incorporation by reference of this opinion letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462 under the Securities Act with respect to the Securities.  In giving such consent, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

This opinion letter is rendered as of the date hereof, and we do not undertake any obligation to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date hereof or that may hereinafter come to our attention.  We express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein.  This opinion letter is for your benefit in connection with the Registration Statement, and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

 

 

Sincerely,

 

 

 

/s/ Greenberg Traurig, LLP

 

 

 

Greenberg Traurig, LLP

 

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