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                                                                     EXHIBIT 5.1


                                                                         
                        Two Hopkins Plaza, Suite 1800    Telephone 410-244-7400   www.venable.com
(VENABLE(R) LLP LOGO)   Baltimore, Maryland 21201-2978   Facsimile 410-244-7742


                                  March 2, 2007

Arbor Realty Trust, Inc.
333 Earle Ovington Boulevard
Suite 900
Uniondale, New York 11533

     Re: Arbor Realty Trust, Inc.
         Registration Statement on Form S-3

Ladies and Gentlemen:

     We have served as Maryland counsel to Arbor Realty Trust, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration by the Company of up to $500,000,000 in
aggregate public offering price of securities (collectively, the "Securities")
consisting of: (i) shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company; (ii) shares of preferred stock, par value $.01 per
share (the "Preferred Stock"), of the Company; (iii) depositary shares (the
"Depositary Shares") of the Company, each representing a fraction of a share of
Preferred Stock, (iv) debt securities (the "Debt Securities") of the Company;
and (v) warrants ("Warrants") to purchase Debt Securities or shares of Common
Stock or Preferred Stock, each covered by the Registration Statement on Form
S-3, and all amendments thereto, as filed with the United States Securities and
Exchange Commission (the "Commission") by the Company on or about the date
hereof under the Securities Act of 1933, as amended (the "1933 Act") (the
"Registration Statement"). Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Registration Statement.

     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 charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");

     2. The Bylaws of the Company (the "Bylaws"), certified as of the date
hereof by an officer of the Company;



Arbor Realty Trust, Inc.
March 2, 2007
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     3. A certificate of the SDAT as to the good standing of the Company, dated
as of a recent date;

     4. Resolutions adopted by the Board of Directors of the Company (the
"Board"), or a duly authorized committee thereof, relating to the registration
of the Securities (the "Resolutions"), certified as of the date hereof by an
officer of the Company;

     5. A certificate executed by an officer of the Company, dated as of the
date hereof;

     6. The Registration Statement and the related form of prospectus included
therein in the form in which it was transmitted to the Commission under the 1933
Act; and

     7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, 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 another 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 such party's obligations set forth therein
are legal, valid and binding and are 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
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



Arbor Realty Trust, Inc.
March 2, 2007
Page 3


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 the issuance of any (i) shares of Common Stock, (ii) shares of
Common Stock which may be issued upon conversion of any shares of Preferred
Stock convertible into Common Stock, or (iii) shares of Common Stock which may
be issued upon the exercise of any of the Warrants (together, the "Common
Securities"), the total number of shares of Common Stock issued and outstanding
will not exceed the number of shares of Common Stock the Company is then
authorized to issue under the Charter.

     6. Upon the issuance of any (i) shares of Preferred Stock, (ii) shares of
Preferred Stock which may be issued upon conversion of any shares of Preferred
Stock of another class or series, (iii) shares of Preferred Stock which may be
issued to underlie any Depositary Shares, or (iv) shares of Preferred Stock
which may be issued upon the exercise of any of the Warrants (together, the
"Preferred Securities"), the total number of shares of Preferred Stock issued
and outstanding will not exceed the number of shares of Preferred Stock the
Company is then authorized to issue under the Charter.

     7. The Warrants will be duly converted or exercised in accordance with
their terms.

     8. The issuance of, and certain terms of, the Securities will be approved
by the Board, or a duly authorized committee thereof, in accordance with the
Maryland General Corporation Law, the Charter, the Bylaws, the Registration
Statement and the Resolutions (with such approvals referred to hereinafter as
the "Corporate Proceedings") prior to the issuance thereof.

     9. Articles Supplementary creating and designating the number of shares and
terms of any class or series of Preferred Stock to be issued by the Company will
be filed with and accepted for record by the SDAT prior to the issuance of such
shares of Preferred Stock.

     10. None of the Securities will be issued, sold or transferred in violation
of Article VII of the Charter.

     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 existing under and by
virtue of the laws of the State of Maryland and is in good standing with the
SDAT.



Arbor Realty Trust, Inc.
March 2, 2007
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     2. Upon the completion of all Corporate Proceedings relating to the Common
Securities, the Common Securities will be duly authorized for issuance and, when
and if issued and delivered against payment therefor and otherwise in accordance
with the Corporate Proceedings, will be validly issued, fully paid and
nonassessable.

     3. Upon the completion of all Corporate Proceedings relating to the
Preferred Securities, the Preferred Securities will be duly authorized for
issuance and, when and if issued and delivered against payment therefor and
otherwise in accordance with the Corporate Proceedings, will be validly issued,
fully paid and nonassessable.

     4. Upon the completion of all Corporate Proceedings relating to the
Securities that are Depositary Shares, the Depositary Shares will be duly
authorized for issuance.

     5. Upon the completion of all Corporate Proceedings relating to the Debt
Securities, the Debt Securities will be duly authorized for issuance.

     6. Upon the completion of all Corporate Proceedings relating to the
Warrants, the Warrants will be duly authorized for issuance.

     The foregoing opinion is limited to the substantive 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 transfers. To the extent that any
matter as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on
such matter. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the
terms or the interpretation of agreements.

     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 Registration Statement. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement 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
1933 Act.

                                        Very truly yours,


                                        /s/ Venable LLP