TROUTMAN SANDERS CONSENT
Published on May 22, 2009
Exhibit
5.1
 |
TROUTMAN
SANDERS LLP
Attorneys
at Law
222
Central Park Avenue, Suite 2000
Virginia
Beach, Virginia 23462
757.687.7500
telephone
757.687.7510
facsimile
troutmansanders.com
|
May 21,
2009
The Board
of Directors
Dynex
Capital, Inc.
4991 Lake
Brook Drive, Suite 100
Glen
Allen, Virginia 23060
Registration Statement on
Form S-8
Members
of the Board:
We have
acted as counsel to Dynex Capital, Inc., a Virginia corporation (the “Company”),
in connection with the preparation of a registration statement on Form S-8
(the “Registration Statement”) with respect to the registration with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of 2,500,000 shares of the Company’s Common Stock, $0.01 par value (the
“Shares”), reserved for issuance in connection with the Dynex Capital, Inc. 2009
Stock and Incentive Plan (the “Plan”). The Plan and the issuance of
the Shares pursuant to the Plan were approved by the Board of Directors of the
Company by resolutions adopted March 30, 2009, subject to approval of the Plan
by the shareholders of the Company. The Plan was approved by the
shareholders of the Company at the annual meeting of the Company’s shareholders
held on May 13, 2009.
As
counsel to the Company, we have examined the Company’s Articles of
Incorporation, as amended through the date hereof, and its Bylaws, as amended
through the date hereof, the Registration Statement, the Plan, and the
resolutions adopted by the Board of Directors of the Company on March 30, 2009
with respect to the Plan and the Registration Statement, and have made such
other investigations as we have deemed necessary for purposes of this
opinion. In such examinations, we have assumed the genuineness of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all copies
submitted to us, the authenticity of the originals of documents submitted to us
as copies and the due execution and delivery of all documents where due
execution and delivery are prerequisite to the effectiveness
thereof.
The Board
of Directors
Dynex
Capital, Inc.
May 21,
2009
Page
2
As to questions of fact material to
this opinion, we have relied solely upon statements of officers of the
Company. We have assumed and relied upon the accuracy and
completeness of such statements, and nothing has come to our attention leading
us to question the accuracy of the stated matters. We have made no
independent investigation with regard thereto and, accordingly, we do not
express any view or belief as to matters that might have been discovered by
independent verification.
Based
upon and subject to the foregoing, we are of the opinion that the Shares
reserved for issuance in accordance with the Plan have been duly authorized and
will, when and to the extent issued in accordance with the Plan, be validly
issued, fully paid and nonassessable.
In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the Commonwealth of Virginia.
This
opinion is limited to the matters expressly opined on herein, and no opinion may
be implied or inferred beyond those expressly stated. This opinion is
rendered as of the date hereof, and we make no undertaking and expressly
disclaim any duty to supplement or update such opinion, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur
which could affect such opinion. This opinion is being furnished to
you solely for your benefit in connection with the transactions contemplated by
the Plan and, except as expressly set forth below, is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
prior express written consent and may not be relied upon by any other person
without our express written consent.
We hereby
consent to the filing of this opinion or copies thereof as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Troutman Sanders LLP