EX-5 6 s767965.txt EXHIBIT 5.1 Exhibit 5.1 MILES & STOCKBRIDGE P.C. May 30, 2003 Anthracite Capital, Inc. 40 East 52nd Street New York, New York 10022 Ladies and Gentlemen: We have acted as special Maryland counsel to Anthracite Capital, Inc., a Maryland corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the 9.375% Series C Cumulative Redeemable Preferred Stock, $.001 par value per share (the "Series C Preferred Stock"), of the Company on its Registration Statement on Form S-3 (Registration No. 333-69848) filed with the Securities and Exchange Commission (together with all amendments thereto, the "Registration Statement"). We have examined the Registration Statement and such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion. We have relied as to certain factual matters on information obtained from public officials and officers of the Company. Based on that examination, we advise you that in our opinion the Series C Preferred Stock offered by the Company, was issued and sold under the circumstances contemplated in the Registration Statement, and is legally issued, fully paid and non-assessable. We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than the laws of the State of Maryland. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, Miles & Stockbridge P.C. By: /s/ John B. Frisch ---------------------- Principal BALT: 707100