[LETTERHEAD
OF VENABLE LLP]
November
1, 2010
Two
Harbors Investment Corp.
601
Carlson Parkway, Suite 330
Minnetonka,
Minnesota 55305
Re: Registration Statement on
Form S-3
Ladies
and Gentlemen:
We have served as Maryland counsel to
Two Harbors Investment Corp., a Maryland corporation (the “Company”), in
connection with certain matters of Maryland law arising out of the registration
by the Company of the following securities having an aggregate initial offering
price of up to $750,000,000 (collectively, the “Securities”): (a)
shares (the “Common Shares”) of common stock of the Company, $0.01 par value per
share (“Common Stock”); (b) shares (the “Preferred Shares”) of preferred stock
of the Company, $0.01 par value per share (“Preferred Stock”); (c) depositary
shares representing interests in shares of Preferred Stock (the “Depositary
Shares”); and (d) debt securities, which may be issued in one or more series
(the “Debt Securities”), covered by the above-referenced Registration Statement,
and any amendments thereto (collectively, 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 “1933
Act”).
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 in
the form in which it was transmitted to the Commission under the 1933
Act;
2. The
charter of the Company (the “Charter”), certified by the State Department of
Assessments and Taxation of Maryland (the “SDAT”);
3. The
Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an
officer of the Company;
4. Resolutions
adopted by the Board of Directors of the Company (the “Board of Directors”),
relating to, among other matters, the approval of the filing of the Registration
Statement, certified as of the date hereof by an officer of the
Company;
5. A
certificate of the SDAT as to the good standing of the Company, dated as of a
recent date;
6. A
certificate executed by an officer of the Company, dated as of the date hereof;
and
Two
Harbors Investment Corp.
November
1, 2010
Page
2
7. 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 another 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 such party’s obligations set forth therein are legal, valid and
binding and are 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 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. The
issuance, and certain terms, of the Securities to be issued by the Company from
time to time will be authorized and approved by the Board of Directors, or a
duly authorized committee thereof, in accordance with the Maryland General
Corporation Law, the Charter, the Bylaws and the Registration Statement and,
with respect to Preferred Shares, Articles Supplementary setting forth the
number of shares and the terms of any class or series of Preferred Shares (the
“Articles Supplementary”) to be issued by the Company will be filed with and
accepted for record by the SDAT prior to their issuance (such approvals and, if
applicable, acceptance for record, referred to herein as the “Corporate
Proceedings”).
6. Upon
the issuance of any Common Shares, including any Common Shares which may be
issued upon conversion or exercise of any Securities that are convertible into
or exercisable for Common Shares (collectively, the “Common Securities”), 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.
Two
Harbors Investment Corp.
November
1, 2010
Page
3
7. Upon
the issuance of any Preferred Shares, including (a) Preferred Shares which may
be issued upon conversion of any Debt Securities that are convertible into
Preferred Stock and (b) Preferred Shares represented by Depositary Shares
(collectively, the “Preferred Securities”), the total number of shares of
Preferred Stock issued and outstanding, and the total number of issued and
outstanding shares of the applicable class or series of Preferred Stock
designated pursuant to the Charter, will not exceed, respectively, the total
number of shares of Preferred Stock or the number of shares of such class or
series of Preferred Stock that the Company is then authorized to issue under the
Charter.
8. None
of the Securities will be issued, and none of the Securities will be sold or
transferred, in violation of the restrictions on ownership and transfer set
forth in Article VII of the Charter or any comparable provision in the Articles
Supplementary.
9. Any
Securities convertible into or exercisable for any other Securities will be duly
converted or exercised in accordance with their terms.
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 existing under and by virtue of
the laws of the State of Maryland and is in good standing with the
SDAT.
2. Upon
the completion of all Corporate Proceedings relating to Common Securities, the
issuance of the Common Securities will be duly authorized and, when and if
issued and delivered against payment therefor in accordance with the
Registration Statement and the Corporate Proceedings, the Common Securities will
be validly issued, fully paid and nonassessable.
3. Upon
the completion of all Corporate Proceedings relating to Preferred Securities,
the issuance of the Preferred Securities will be duly authorized and, when and
if issued and delivered against payment therefor in accordance with the
Registration Statement and the Corporate Proceedings, the Preferred Securities
will be validly issued, fully paid and nonassessable.
4. Upon
the completion of all Corporate Proceedings relating to the Securities that are
Depositary Shares, the issuance of the Depositary Shares will be duly
authorized.
5. Upon
the completion of all Corporate Proceedings relating to the Debt Securities, the
issuance of the Debt Securities will be duly authorized.
Two
Harbors Investment Corp.
November
1, 2010
Page
4
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 federal or state securities laws, including the
securities laws of the State of Maryland, or as to federal or state laws
regarding fraudulent transfers. 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 subject to the effect of any
judicial decision which may permit the introduction of parol evidence to modify
the terms or the interpretation of agreements.
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 Registration
Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement 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 1933
Act.
Very
truly yours,
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/s/
Venable LLP
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