ai-ex51b_6.htm

February 26, 2020

HUNTON ANDREWS KURTH LLP

FILE NO: 054521.0000128

Issuance of up to 1,645,961 Shares of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock

We have acted as special counsel to Arlington Asset Investment Corp., a Virginia corporation (the “Company”), in connection with the issuance and sale by the Company of up to an aggregate of 1,645,961 shares (the “Shares”) of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”), pursuant to an amended and restated equity distribution agreement, dated March 21, 2019 (the “Agreement”), by and among the Company and JonesTrading Institutional Services LLC, B. Riley FBR, Inc. and Ladenburg Thalmann & Co. Inc. (collectively, the “Sales Agents”). The Shares have been registered on a Registration Statement on Form S-3, as amended (File No. 333-235885), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on January 31, 2020, and declared effective by the Commission on February 20, 2020 (the “Registration Statement”).

the Amended and Restated Articles of Incorporation of the Company, as amended, as certified by the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) on January 10, 2020, and as certified by the Secretary of the Company on the date hereof;

the Amended and Restated Bylaws of the Company, as amended through the date hereof, as certified by the Secretary of the Company on the date hereof;

resolutions of the Board of Directors of the Company adopted either at meetings duly called and held or by unanimous written consent on April 24, 2017, January 6, 2020 and February 3, 2020 (the “Resolutions”), each as certified by the Secretary of the Company as of the date hereof;

ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES

MIAMI NEW YORK NORFOLK RESEARCH TRIANGLE PARK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC

a certificate, dated February 26, 2020, from the SCC as to the Company’s existence and good standing in the Commonwealth of Virginia (the “Virginia Certificate”);

a certificate executed by the Secretary of the Company certifying as to certain factual matters as of the date hereof (the “Secretary’s Certificate”);

the Registration Statement;

the prospectus supplement, dated February 26, 2020, in the form filed with the Commission on February 26, 2020, pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus, dated February 20, 2020 (the “Prospectus”);

an executed copy of the Agreement; and

the form of certificate representing a share of Series B Preferred Stock, as certified by the Secretary of the Company on the date hereof.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof; (iii) the legal capacity of natural persons; (iv) the genuineness of all signatures; and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). As to factual matters, we have relied upon the Secretary’s Certificate and upon certificates of public officials.

We do not purport to express an opinion on any laws other than the Virginia Stock Corporation Act, and we base our opinion set forth in Item 1 below solely on our review of the Virginia Certificate.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, we are of the opinion that:

1.The Company is a corporation existing and in good standing under the laws of the Commonwealth of Virginia.

3.The issuance of the Shares has been duly authorized and, when issued and delivered upon payment therefor in accordance with the Registration Statement, the Resolutions and the Agreement, the Shares will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Form 8-K”), which is incorporated by reference into the Registration Statement in accordance with the requirements of Form S-3 and the rules and regulations promulgated under the Securities Act. We consent to the filing of this opinion on the date hereof as Exhibit 5.1 to the Form 8-K and the said incorporation by reference and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. 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 Securities Act or the rules and regulations promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.


	Very truly yours,

	/s/ Hunton Andrews Kurth LLP