Exhibit 5.1

                                         Hunton & Williams LLP
                                         Riverfront Plaza, East Tower
                                         951 East Byrd Street
                                         Richmond, Virginia 23219-4074

                                         Tel 804 * 788 * 8200
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                                         File No: 64065.000002

June 28, 2004

Via Overnight Delivery

Board of Directors
New York Mortgage Trust, Inc.
1301 Avenue of the Americas
New York, New York 10019

                       Registration Statement on Form S-8
       Relating to New York Mortgage Trust, Inc. 2004 Stock Incentive Plan

Gentlemen:

     We have acted as counsel for New York Mortgage Trust, Inc., a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company on or about June
28, 2004 with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
1,088,125 shares of the Company's common stock, $0.01 par value per share (the
"Plan Shares"), issuable pursuant to the New York Mortgage Trust, Inc. 2004
Stock Incentive Plan (the "Plan"), as referenced in the Registration Statement.
This opinion is being furnished in accordance with the requirements of Item 8(a)
of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

     In rendering this opinion, we have relied upon, among other things, our
examination of such documents and records of the Company and certificates of its
officers and of public officials as we have deemed necessary for purposes of the
opinions expressed below.

     Based upon the foregoing and the further qualifications stated below, we
are of the opinion that:


     1.     The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Maryland.


     2.    The issuance of the Plan Shares has been duly authorized by the
Company and, upon issuance pursuant to the terms of the Plan, the Plan Shares
will be legally issued, fully paid and nonassessable.



Board of Directors
New York Mortgage Trust, Inc.
June 28, 2004
Page 2


     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. 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 or the rules and regulations promulgated thereunder by
the Commission.


                                              Very truly yours,



                                              /s/ Hunton & Williams LLP