EX-5.1 2 dex51.htm OPINION OF CLIFFORD CHANCE US LLP AS TO THE VALIDITY OF THE OFFERING Opinion of Clifford Chance US LLP as to the validity of the offering

Exhibit 5.1

 

June 15, 2011

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

c/o Apollo Global Management, LLC

9 West 57th Street, 43rd Floor

New York, New York 10019

Ladies and Gentlemen:

We have acted as counsel to Apollo Commercial Real Estate Finance, Inc. (the “Company”) in connection with a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Registration Statement”), in connection with the 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued from time to time pursuant to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”).

In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate.

Based on the foregoing, and such examination of law and fact as we have deemed necessary, we are of the opinion that the Common Stock has been duly and validly authorized and, when issued and delivered by the Company upon receipt of the consideration therefor as provided in, and otherwise in accordance with, the Plan and the resolutions of the Company’s Board of Directors authorizing the adoption of the Plan and the registration of the Common Stock, the Common Stock will be legally issued, fully paid and non-assessable.

The opinion set forth in this letter relates only to the Maryland General Corporation Law, and we express no opinion as to the laws of another jurisdiction and we assume no responsibility for the applicability or effect of the law of any other jurisdiction.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Registration Statement and to the references therein to us. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Clifford Chance US LLP