Exhibit
5.1
[LETTERHEAD
OF VENABLE LLP]
November
23, 2007
Redwood
Trust, Inc.
One
Belvedere Place
Mill
Valley, California 94941
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Re: |
Registration
Statement on Form S-3 (File No. 333-147604):
Direct Stock Purchase and Dividend
Reinvestment Plan
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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 10,000,000 shares (the "Shares") of common stock,
$.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 23, 2007 (the "Prospectus Supplement"),
relating to the Plan, filed by the Company with the Commission pursuant to
Rule
424(b)(2) of the General Rules and Regulations promulgated 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;
Redwood
Trust, Inc.
November
23, 2007
Page
2
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;
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
23, 2007
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, or as to federal or state laws
regarding fraudulent transfer. 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 Plan (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,
/s/ Venable
LLP
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