Attached files
| file | filename |
|---|---|
| 8-K - REDWOOD TRUST INC | v203744_8k.htm |
| EX-10.1 - REDWOOD TRUST INC | v203744_ex10-1.htm |
| EX-10.2 - REDWOOD TRUST INC | v203744_ex10-2.htm |
Exhibit
5.1
[LETTERHEAD
OF VENABLE LLP]
November
30, 2010
Redwood
Trust, Inc.
One
Belvedere Place
Suite
300
Mill
Valley, California 94941
Re: Registration
Statement on Form S-3 (File No. 333-168617):
Direct Stock Purchase and
Dividend Reinvestment Plan
Ladies
and Gentlemen:
We have served as Maryland counsel to
Redwood Trust, Inc., a Maryland corporation (the "Company"), in connection with
certain matters of Maryland law relating to the registration by the Company of
11,579,006 shares (the "Shares") of common stock, $0.01 par value per share, of
the Company (the "Common Stock"), covered by the above-referenced Registration
Statement (the "Registration Statement"), filed by the Company with the United
States Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Shares
may be issued from time to time pursuant to the Redwood Trust, Inc. Direct Stock
Purchase and Dividend Reinvestment Plan (the "Plan"), as described under the
heading "The Plan" in the Prospectus Supplement (as defined
herein).
In connection with our representation
of the Company, and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (hereinafter collectively referred to
as the "Documents"):
1. The
Registration Statement and the related form of prospectus included
therein;
2. The
Prospectus Supplement, dated November 4, 2010 (the "Prospectus Supplement"),
relating to the Plan, filed by the Company with the Commission pursuant to Rule
424(b)(2) under the Securities Act;
3. The
charter of the Company (the "Charter"), certified as of a recent date by the
State Department of Assessments and Taxation of Maryland (the
"SDAT");
4. The
Amended and Restated Bylaws of the Company, as amended, certified as of the date
hereof by an officer of the Company;
5. Resolutions
adopted by the Board of Directors of the Company (the "Resolutions"), relating
to the authorization of the Plan and the issuance of the Shares, certified as of
the date hereof by an officer of the Company;
Redwood
Trust, Inc.
November
30, 2010
Page
2
6. A
certificate of the SDAT as to the good standing of the Company, dated as of a
recent date;
7. A
certificate executed by an officer of the Company, dated as of the date hereof;
and
8. Such
other documents and matters as we have deemed necessary or appropriate to
express the opinion set forth below, subject to the assumptions, limitations and
qualifications stated herein.
In expressing the opinion set forth
below, we have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual
or any other person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly
and validly executed and delivered each of the Documents to which such party is
a signatory, and the obligations of each party set forth in the Documents are
legal, valid, binding and enforceable in accordance with all stated
terms.
4. All
Documents submitted to us as originals are authentic. The form and
content of all Documents submitted to us as unexecuted drafts do not differ in
any respect relevant to this opinion from the form and content of such Documents
as executed and delivered. All Documents submitted to us as certified
or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and
complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no
oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
5. Upon
any issuance of the Shares, the total number of shares of Common Stock issued
and outstanding will not exceed the total number of shares of Common Stock that
the Company is then authorized to issue under the Charter. None of
the Shares will be issued in violation of the restrictions on ownership and
transfer set forth in Article XI of the Charter.
Redwood
Trust, Inc.
November
30, 2010
Page
3
Based upon the foregoing and subject to
the assumptions, limitations and qualifications stated herein, it is our opinion
that:
1. The
Company is a corporation duly incorporated and validly existing under and by
virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The
issuance of the Shares has been duly authorized and, when and if issued and
delivered against payment therefor in accordance with the Registration
Statement, the Resolutions and the Plan, the Shares will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the
laws of the State of Maryland and we do not express any opinion herein
concerning any other law. We express no opinion as to the
applicability or effect of any federal or state securities laws, including the
securities laws of the State of Maryland. To the extent that any
matter as to which our opinion is expressed herein would be governed by the laws
of any jurisdiction other than the State of Maryland, we do not express any
opinion on such matter.
The opinion expressed herein is limited
to the matters specifically set forth herein and no other opinion shall be
inferred beyond the matters expressly stated. We assume no obligation
to supplement this opinion if any applicable law changes after the date hereof
or if we become aware of any fact that might change the opinion expressed herein
after the date hereof.
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 relating to the filing of the Prospectus Supplement (the "Current
Report"), which is incorporated by reference in the Registration
Statement. We hereby consent to the filing of this opinion as an
exhibit to the Current Report and the said incorporation by reference and to the
use of the name of our firm therein. 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.
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Very
truly yours,
|
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/s/
VENABLE
LLP
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