Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Arlington Asset Investment Corp. | d387829d8k.htm |
| EX-1.1 - FORM EX-1.1 - Arlington Asset Investment Corp. | d387829dex11.htm |
Exhibit 5.1
| HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074
TEL 804 ● 788 ● 8200 FAX 804 ● 788 ● 4190 | ||
| May 11, 2017 | FILE NO: 54521.000128 | |
Board of Directors
Arlington Asset Investment Corp.
1001 Nineteenth Street North
Arlington, Virginia 22209
Issuance of 135,000 Shares of 7.00% Series B
Cumulative Perpetual Redeemable Preferred Stock
Ladies and Gentlemen:
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 135,000 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 the Underwriting Agreement, dated May 5, 2017 (the “Underwriting Agreement”), by and between the Company and JonesTrading Institutional Services LLC (the “Underwriter”). The Shares have been registered on a Registration Statement on Form S-3 (File No. 333-215384), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on December 30, 2016, and declared effective by the Commission on February 17, 2017 (the “Registration Statement”).
In connection with the foregoing, we have examined the following documents:
| 1. | 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”) including Articles of Amendment designating the Series B Preferred Stock (the “Articles of Amendment”), for which a certificate of amendment declaring the effectiveness of the Articles of Amendment was issued by the SCC on May 10, 2017, and by the Secretary of the Company on the date hereof; |
| 2. | 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; |
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Board of Directors
Arlington Asset Investment Corp.
May 11, 2017
Page 2
| 3. | resolutions adopted by the Board of Directors of the Company at meetings duly called and held on December 16, 2016 and April 24, 2017 with respect to, among other things, the issuance, sale and due authorization of the Shares and the formation of a pricing committee of the Board of Directors of the Company (the “Pricing Committee”) in connection therewith (the “Board Resolutions”), and resolutions of the Pricing Committee, adopted at a meeting held on May 4, 2017, with respect to the pricing of the issuance of the Shares (the “Pricing Committee Resolutions,” and together with the Board Resolutions, the “Resolutions”), each as certified by the Secretary of the Company as of the date hereof; |
| 4. | a certificate, dated May 10, 2017 from the SCC as to the Company’s existence and good standing in the Commonwealth of Virginia (the “Virginia Certificate”); |
| 5. | a certificate executed by the Secretary of the Company certifying as to certain factual matters as of the date hereof (the “Secretary’s Certificate”); |
| 6. | the Registration Statement; |
| 7. | the preliminary prospectus supplement, dated May 1, 2017, in the form filed with the Commission on May 1, 2017 pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus dated February 17, 2017 (collectively, the “Preliminary Prospectus” and, together with the pricing and other information set forth on Schedule II to the Underwriting Agreement, the “Time of Sale Disclosure Package”); |
| 8. | the final prospectus supplement, dated May 5, 2017, as filed with the Commission on May 5, 2017 pursuant to Rule 424(b) promulgated under the Securities Act, together with the base prospectus dated February 17, 2017, the “Prospectus”; |
| 9. | an executed copy of the Underwriting Agreement; and |
| 10. | the form certificate representing a share of Series B Preferred Stock, as certified by the Secretary of the Company on the date hereof. |
Board of Directors
Arlington Asset Investment Corp.
May 11, 2017
Page 3
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 of documents by the Company as set forth in our opinion in Item 3 below). 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.
2. The Company has the corporate power and authority to issue the Shares.
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 Underwriting 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, which is incorporated by reference in 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 as Exhibit 5.1 to the Registration Statement with the Commission on the date hereof 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.
Board of Directors
Arlington Asset Investment Corp.
May 11, 2017
Page 4
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 & Williams LLP |