EX-5.1 3 a2059843zex-5_1.htm OPINION OF KUTAK ROCK Prepared by MERRILL CORPORATION

EXHIBIT 5.1

[KUTAK ROCK LLP LETTERHEAD]

September 25, 2001

America First Mortgage Investments, Inc.
399 Park Avenue
36th Floor
New York, NY 10022

    Re: America First Mortgage Investments, Inc.

Ladies and Gentlemen:

    We have acted as counsel to America First Mortgage Investments, Inc., a Maryland corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the "Registration Statement"), relating to the registration of shares of common stock, par value $.01 per share (the "Common Shares"), and shares of preferred stock, par value $.01 per share (the "Preferred Shares"), of the Company with an aggregate public offering price of up to $300,000,000 that may be issued and sold by the Company from time to time as set forth in the prospectus which forms a part of the Registration Statement (the "Prospectus"), and as to be set forth in one or more supplements to the Prospectus (each, a "Prospectus Supplement"). Unless otherwise defined, capitalized terms used herein have the respective meanings ascribed to those terms in the Registration Statement.

    This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

    In arriving at the opinion expressed below, we have assumed that the amount, terms, classification and reclassification of the Securities to be offered from time to time will be duly authorized and determined by proper action of the Board of Directors of the Company consistent with the procedures and terms described in the Registration Statement and in accordance with the Company's Amended and Restated Articles of Incorporation (the "Restated Articles"), and applicable Maryland law. We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Restated Articles, the By-Laws of the Company, as amended to date, and such other documents, records, certificates and other instruments as in our judgment are necessary or appropriate for purposes of this opinion.

    Based on the foregoing, we are of the opinion that, as of the date hereof:

        1.  The Common Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and any Prospectus Supplement and consideration therefor is received by the Company, will be duly and validly issued, fully paid and nonassessable.

        2.  With respect to the Preferred Shares, when (i) appropriate Articles Supplementary to the Restated Articles relating to the class or series of the Preferred Shares to be sold under the Registration Statement have been duly adopted by the Board of Directors, have been filed with and accepted for record by the State Department of Assessments and Taxation of the Sate of Maryland and have become effective, (ii) the terms of the sale of the Preferred Shares have been duly established in conformity with the Restated Articles and the Company's By-Laws, which terms do not violate any applicable law or result in a default or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (iii) the Preferred Shares have been issued and sold as contemplated by the Registration Statement and any Prospectus Supplement and consideration therefor is received by the Company, the Preferred Shares will be duly and validly issued, fully paid and nonassessable.


[KUTAK ROCK LLP LETTERHEAD]

America First Mortgage Investments, Inc.
September 25, 2001
Page 2

    We render this opinion as members of the Bar of the State of Nebraska and express no opinion as to any law other than the Corporations and Associations Article of the Annotated Code of Maryland.

    We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the prospectus and any prospectus supplement which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

                        Very truly yours,

                        /s/ Kutak Rock LLP