EXHIBIT 5.1 OPINION OF GENERAL COUNSEL OF THE REGISTRANT
Farmer Mac
Federal Agricultural Mortgage Corporation
919 18th Street, N.W., Suite 200
Washington, D.C. 20006
June 19, 1996
Farmer Mac Mortgage Securities Corporation
919 18th Street, N.W., Suite 200
Washington, D.C. 20006
Re: Form S-3 Registration Statement; File No. 33-
Ladies and Gentleman:
I am the Vice President and General Counsel of the Federal
Agricultural Mortgage Corporation, a federally chartered
instrumentality of the United States ("Farmer Mac"), and, in that
capacity, I have acted as counsel to Farmer Mac Mortgage
Securities Corporation ("FMMSC"), a wholly owned subsidiary of
Farmer Mac, in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on
Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933 (the "1933 Act") of
Guaranteed Agricultural Mortgage-Backed Securities (the
"Securities"). The Securities are to be issued from time to time
in series pursuant to a trust agreement to be dated as of June 1,
1996 (the "Trust Agreement") and entered into between Farmer Mac,
FMMSC and First Trust National Association, as Trustee, as
supplemented by an issue supplement thereto each time a series of
Securities is issued (each, an "Issue Supplement").
In arriving at the opinions expressed below, I have made such
legal and factual examinations and inquires, and have examined and
relied upon the forms of prospectus and prospectus supplement
(collectively, the "Prospectus") contained in the Registration
Statement and originals or copies, certified or otherwise
identified to my satisfaction, of such other certificates,
corporate records, agreements and other instruments and documents,
as I have deemed advisable or necessary for the purpose of
rendering this opinion.
In rendering the opinions expressed below, I have assumed and
have not verified that the signatures on all documents that I have
examined are genuine, that all copies of documents that I have
examined conform to the originals thereof and that the originals
thereof are authentic.
Based upon the foregoing, it is my opinion that:
Farmer Mac Mortgage Securities Corporation
June 19, 1996
Page 2 of 2
1. When the Trust Agreement has been duly authorized by
all necessary action and duly executed and delivered by Farmer
Mac, FMMSC and the Trustee, the Trust Agreement will constitute a
legal, valid and binding obligation of Farmer Mac and FMMSC, the
enforcement of which will be subject to general principles of
equity regardless of whether enforcement is sought in a proceeding
in equity or at law.
2. When an Issue Supplement has been duly authorized by all
necessary action and duly executed and delivered by Farmer Mac,
FMMSC and the Trustee, and when the Securities of the related
series have been duly executed, countersigned, issued and sold as
contemplated in the Registration Statement, such Securities will
be legally and validly issued, fully paid and nonassessable, and
the holders of such Securities will be entitled to the benefits of
the Trust Agreement and the Issue Supplement.
3. Pursuant to the Farmer Mac Guarantee, which is set forth
in Article V of the Trust Agreement, Farmer Mac will guarantee
payments on the Securities as and to the extent described in the
Prospectus under "FARMER MAC GUARANTEE". The obligation of Farmer
Mac under the Farmer Mac Guarantee will not carry the full faith
and credit of the United States.
I express no opinion other than as to the laws of the United
States of America and the laws of the State of New York. I hereby
consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Michael T. Bennett
Vice President and General Counsel
MTB/als