Attached files
file | filename |
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8-K - FORM 8-K - Invesco Mortgage Capital Inc. | g26602e8vk.htm |
EX-8.1 - EX-8.1 - Invesco Mortgage Capital Inc. | g26602exv8w1.htm |
EX-1.1 - EX-1.1 - Invesco Mortgage Capital Inc. | g26602exv1w1.htm |
EX-99.1 - EX-99.1 - Invesco Mortgage Capital Inc. | g26602exv99w1.htm |
Exhibit 5.1
Alston&Bird llp
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax:404-881-7777
www.alston.com
Fax:404-881-7777
www.alston.com
Mark C. Kanaly | Direct Dial: (404) 881-7975 | E-mail: mark.kanaly@alston.com |
March 25, 2011
Invesco Mortgage Capital Inc.
1555 Peachtree Street, NE
Atlanta, Georgia 30309
1555 Peachtree Street, NE
Atlanta, Georgia 30309
Re: | Invesco Mortgage Capital Inc. Registration Statement on Form S-3 (Registration Statement No. 333-169104) |
Ladies and Gentlemen:
We are counsel for Invesco Mortgage Capital Inc., a Maryland corporation (the
Company). We have represented the Company in connection with the Companys filing of the
above referenced shelf registration statement (the Registration Statement) with the
Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Act).
We are furnishing this opinion letter to you pursuant to Item 16 of the Commissions Form S-3
and Item 601(b)(5) of the Commissions Regulation S-K, in connection with the Companys issuance
and sale of up to 21,850,000 shares (the Shares) of the Companys common stock, $0.01 par
value (the Common Stock), pursuant to the Companys prospectus, dated September 10, 2010
(the Prospectus), included in the Registration Statement, and the related preliminary and
final prospectus supplements, dated March 21, 2011 and March 22, 2011, respectively (collectively,
the Prospectus Supplement). The Shares are being issued and sold to the several
underwriters named in the Underwriting Agreement, dated as of March 22, 2011 (the Underwriting
Agreement), by and among the Company, IAS Operating Partnership LP, a Delaware limited
partnership, Invesco Advisers, Inc., a Delaware corporation, and Credit Suisse Securities (USA) LLC
and Morgan Stanley & Co. Incorporated.
In the capacity described above, we have considered such matters of law and of fact, including
the examination of originals or copies, certified or otherwise identified to
our satisfaction, of such records and documents of the Company, including, without limitation,
resolutions adopted by the boards of directors or other governing bodies or controlling entities of
the Company and the organizational documents of the Company, certificates of officers and
representatives (who, in our judgment, are likely to know the facts upon which the opinion or
confirmation will be based) of the Company, certificates of public officials and such other
documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also
have made such further legal and factual
Atlanta Charlotte Dallas Los Angeles New York Research Triangle Silicon Valley Ventura County Washington, D.C.
examinations and investigations as we deemed necessary for purposes of expressing the opinion
set forth herein.
As to certain factual matters relevant to this opinion letter, we have relied upon the
representations and warranties made in the agreements and other documents entered into or to be
entered into by the Company in connection with the issuance of the Shares, including, without
limitation, the Underwriting Agreement, certificates and statements of responsible officers of the
Company, and certificates of public officials. Except to the extent expressly set forth herein, we
have made no independent investigations with regard thereto, and, accordingly, we do not express
any opinion or belief as to matters that might have been disclosed by independent verification.
In our examination of the relevant documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents and the conformity to
authentic original documents of all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Our opinion set forth below is limited to the laws of the State of Maryland, applicable
provisions of the Constitution of the State of Maryland and reported judicial decisions
interpreting such laws and Constitution that, in our professional judgment, are normally applicable
to transactions of the type contemplated by the Underwriting Agreement, and federal laws of the
United States of America to the extent referred to specifically herein, and we do not express any
opinion herein concerning any other laws.
Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and
limitations set forth in this opinion letter, it is our opinion that:
(1) The issuance of the Shares has been duly authorized and, upon due execution and delivery
of the Underwriting Agreement by the parties thereto, and upon issuance and delivery of the Shares
against full payment therefor as provided in the Underwriting Agreement, the Shares will be validly
issued, fully paid and nonassessable.
This opinion letter is provided for use solely in connection with the transactions
contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement, and may
not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior
express written consent. The only opinion rendered by us consists of those matters set forth in
the paragraph numbered (1) above, and no opinion may be implied or inferred beyond the opinion
expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters that may come to our
attention after the date hereof that may affect our opinion expressed herein.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement (or to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K, which
will be incorporated by reference into the Registration Statement),
and to the reference to this
law firm under the caption Legal Matters in the Prospectus Supplement constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we are an expert
within the meaning of the Act.
Alston & Bird LLP |
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By: | /s/ Mark C. Kanaly | |||
Mark C. Kanaly | ||||
A Partner | ||||