Attached files
file | filename |
---|---|
8-K - FORM 8-K - Invesco Mortgage Capital Inc. | g27579e8vk.htm |
EX-5.1 - EX-5.1 - Invesco Mortgage Capital Inc. | g27579exv5w1.htm |
EX-1.1 - EX-1.1 - Invesco Mortgage Capital Inc. | g27579exv1w1.htm |
EX-99.1 - EX-99.1 - Invesco Mortgage Capital Inc. | g27579exv99w1.htm |
EXHIBIT 8.1
Alston&Bird llp
950 F Street, N.W.
The Atlantic Building
Washington, DC 20004
202-756-3300
Fax: 202-756-3333
950 F Street, N.W.
The Atlantic Building
Washington, DC 20004
202-756-3300
Fax: 202-756-3333
www.alston.com
June 23, 2011
Invesco Mortgage Capital Inc.
1555 Peachtree Street, NE
Atlanta, Georgia 30309
1555 Peachtree Street, NE
Atlanta, Georgia 30309
Re: | Registration Statement on Form S-3ASR (Registration Statement No. 333-174598) |
Ladies and Gentlemen:
We have represented Invesco Mortgage Capital Inc., a Maryland corporation (the Company), in
connection with the 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 Securities Act). This opinion letter is being furnished in accordance
with the requirements of Item 16 of the Commissions Form S-3 and Item 601(b)(8) of Regulation S-K
in connection with the Companys issuance and sale of up to 19,550,000 shares of the Companys
common stock, $0.01 par value, pursuant to the Companys prospectus, dated May 27, 2011, included
in the Registration Statement, and the related preliminary and final prospectus supplements, each
dated June 20, 2011. The Shares are being issued and sold to the several underwriters named in the
underwriting agreement, dated as of June 20, 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. LLC. Except
as otherwise indicated, capitalized terms used in this opinion have the meanings given to them in
the Underwriting Agreement.
In connection with this opinion, we have made such legal and factual inquiries as we have
deemed necessary or appropriate, including examination of the Articles of Amendment and Restatement
of the Company, the First Amended and Restated Agreement of Limited Partnership of IAS Operating
Partnership LP, dated as of July 1, 2009, the Registration Statement, the General Disclosure
Package, the Final Prospectus, and such other documents as we have deemed necessary in order to
enable us to render
this opinion. In addition, the Company provided us with, and we are relying upon, a certificate
(the Officers Certificate) containing certain factual representations and covenants of an
officer of the Company relating to, among other things, the actual and proposed operations of the
Company and the entities in which it holds direct or indirect interests. For purposes of our
opinion, however, we have not made an independent investigation of the facts, representations and
covenants set forth in the Officers Certificate, the Registration Statement, the General
Disclosure Package and the Final
Atlanta Charlotte Dallas Los Angeles New York Research Triangle Silicon Valley Ventura County Washington, D.C.
June 23, 2011
Page 2
Page 2
Prospectus or in any other document. We have assumed and relied on the representations that the
information presented in the Officers Certificate and the Registration Statement, the General
Disclosure Package and the Final Prospectus accurately and completely describe all material facts
relevant to our opinion. We have assumed that such statements, representations and covenants are
true without regard to any qualification as to knowledge or belief. We are not, however, aware of
any facts inconsistent with the representations contained in the Officers Certificate or the facts
in the above referenced documents. Our opinion is conditioned on the continuing accuracy and
completeness of such statements, representations and covenants. Any material change or inaccuracy
in the facts referred to, set forth, or assumed herein or in the Officers Certificate may affect
our conclusions set forth herein.
In rendering the opinion set forth herein, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of
natural persons executing such documents and the conformity to authentic original documents of all
documents submitted to us as copies.
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:
(i) Commencing with its taxable year ended December 31, 2009, the Company has been organized,
and has operated, in conformity with the requirements for qualification and taxation of the Company
as a REIT under the Code, and the present and proposed method of operation (as described in the
Registration Statement and the Officers Certificate) of the Company will permit the Company to
continue to so qualify.
(ii) The statements in the Registration Statement, the General Disclosure Package, and the
Final Prospectus under the caption U.S. Federal Income Tax
Considerations, to the extent that they describe applicable U.S. federal income tax law, are
correct in all material respects.
The Companys qualification as a REIT depends on the Companys ongoing satisfaction of the
various requirements under the Code and described in the Registration Statement under the caption
U.S. Federal Income Tax Considerations relating to, among other things, the nature of the
Companys gross income, the composition of the Companys assets, the level of distributions to the
Companys shareholders, and the diversity of the Companys ownership. Alston & Bird LLP will not
review the Companys compliance with these requirements on a continuing basis. No assurances can
be given that the Company will satisfy these requirements.
An opinion of counsel merely represents counsels best judgment with respect to the probable
outcome on the merits and is not binding on the Internal Revenue Service or the courts. There can
be no assurance that positions contrary to our opinion will not be taken by the Internal Revenue
Service or that a court considering the issues would not hold contrary to such opinion.
June 23, 2011
Page 3
Page 3
Our opinion is given as of the date hereof and is based upon the Code, the Treasury
regulations promulgated thereunder, current administrative positions of the Internal Revenue
Service, and existing judicial decisions, any of which could be changed at any time, possibly on a
retroactive basis. Any such changes could adversely affect this opinion. In addition, as noted
above, our opinion is based solely on the documents that we have examined and the representations
that have been made to us and cannot be relied upon if any of the facts contained in such documents
or in such additional information is, or later becomes, inaccurate or if any of the representations
made to us is, or later becomes, inaccurate. Finally, our opinion is limited to the US federal
income tax matters specifically covered herein, and we have not opined on any other tax
consequences to the Company or any other person, and we express no opinion with respect to other
federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of
municipal law or the laws of any other local agencies within any state.
This opinion letter is provided to you for your use solely in connection with the offering of
the Common Stock and may not be used, circulated, quoted or otherwise referred to or relied upon by
any other person or for any other purpose without our express written consent or used in any other
transaction or context. No opinion other than that expressly contained herein may be inferred or
implied. This opinion letter is rendered as of the date hereof and we make no undertaking, and
expressly disclaim any duty, to supplement or update this opinion letter, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur which could affect
such opinion.
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration
Statement (or to the filing of this opinion as Exhibit 8.1 to a Current Report on Form 8-K, which
will be incorporated by reference into the Registration Statement). In giving this consent, we do
not thereby admit that we are an expert within the meaning of the Securities Act.
Very truly yours,
/s/ Alston & Bird LLP
ALSTON & BIRD LLP