Exhibit 5.1
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
February 5, 2021
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
| Re: | Ready Capital Corporation — Registration Statement on Form S-4, as amended (File No. 333-251863) |
Ladies and Gentlemen:
We have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with the Company’s filing of the above referenced registration statement and related joint proxy statement prospectus included therein, as amended (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”): (i) shares (the “Common Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company (estimated to be 16,744,328 Common Shares based on the 99,303,982 shares of common stock of Anworth Mortgage Asset Corporation, a Maryland corporation (“Anworth”), and 70,000 vested phantom shares of Anworth issued and outstanding as of February 4, 2021 and an assumed exchange ratio of 0.1688, but, in any event, not to exceed the authorized but unissued and unreserved shares of Common Stock as of the date of the Directors’ Resolutions (as defined herein)), which Common Shares are issuable in respect of the issued and outstanding shares of common stock and vested phantom shares of Anworth, as contemplated by and in accordance with the Merger Agreement (as defined herein), (ii) 1,919,378 shares of 8.625% Series B Cumulative Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Shares”), (iii) 779,743 shares of 6.25% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series C Preferred Shares”) and (iv) 2,010,278 shares of 7.625% Series D Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Company (the “Series D Preferred Shares,” together with the Series B Preferred Shares and the Series C Preferred Shares, the “Preferred Shares”), which Preferred Shares are issuable in respect of the issued and outstanding shares of preferred stock of Anworth, as contemplated by and in accordance with the Merger Agreement.
The Common Shares and the Preferred Shares are to be issued in connection with the merger (the “Merger”) of Anworth with and into RC Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), as contemplated by the Agreement and Plan of Merger, dated December 6, 2020 (the “Merger Agreement”), by and among the Company, Merger Sub and Anworth. This opinion is being furnished in accordance with the requirements of Item 21 of the Commission’s Form S-4 and Item 601(b)(5) of Regulation S-K under the Securities Act.
| Alston & Bird LLP | www.alston.com |
Atlanta | Beijing | Brussels | Charlotte | Dallas | Fort Worth | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.
Page 2
In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents, including, without limitation, resolutions adopted by the boards of directors of the Company, including the resolutions adopted on December 6, 2020 (the “Directors’ Resolutions”), or other governing bodies or controlling entities of the Company and the organizational documents of the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. We have assumed that (i) the Common Shares will not be issued or transferred in violation of the restrictions or limitations contained in the Company’s charter, (ii) the Preferred Shares will not be issued or transferred in violation of the restrictions or limitations contained in the Company’s charter and (iii) upon the issuance of the Common Shares and the Preferred Shares subsequent to the date hereof, (A) the total number of shares of Common Stock of the Company issued and outstanding, after giving effect to the issuance of the Common Shares, plus the total number of shares of Common Stock of the Company that are reserved but unissued, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under its charter, and (B) the total number of shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of the Company issued and outstanding, after giving effect to the issuance of the Preferred Shares, will not exceed the total number of shares of Preferred Stock that the Company is authorized to issue under the Charter.
As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into or to be entered into by the Company in connection with the issuance of the Common Shares and the Preferred Shares, including, without limitation, the Merger Agreement, certificates and statements of responsible officers of the Company, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Our opinion set forth below is limited to the laws of the State of Maryland. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.
Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
| (1) | When issued and delivered by the Company in accordance with the Directors’ Resolutions, the Registration Statement and the Merger Agreement, the Common Shares will have been duly authorized for issuance by all necessary corporation action on the part of the Company, and such Common Shares will be validly issued, fully paid and nonassessable. |
Page 3
| (2) | When issued and delivered by the Company in accordance with the Directors’ Resolutions, the Registration Statement and the Merger Agreement, the Preferred Shares will have been duly authorized for issuance by all necessary corporation action on the part of the Company, and such Preferred Shares will be validly issued, fully paid and nonassessable. |
This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement, and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose without our prior written consent, which may be granted or withheld in our sole discretion. The only opinions rendered by us consist of those matters set forth in the paragraphs numbered (1) – (2) above, and no opinion may be implied or inferred beyond the opinions expressly stated. Our opinions expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the joint proxy statement prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.
| Very truly yours, | ||
| By: | /s/ Alston & Bird LLP | |
| ALSTON & BIRD LLP | ||