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EXHIBIT 5.2
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018 WASHINGTON
410-539-2530 NEW YORK
FAX: 410-539-0489 PHILADELPHIA
EASTON
April 4, 1997
Redwood Trust, Inc.
591 Redwood Highway, Suite 3100
Mill Valley, California 94941
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Maryland counsel to Redwood Trust, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration
Statement on Form S-3 of the Company (Registration No. 333-11665) (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") for offering by the Company from time to time of up to
$200,000,000 aggregate initial offering price of: (i) shares of common stock,
par value $0.01 per share (the "Common Stock"); (ii) shares of preferred stock,
par value $0.01 per share (the "Preferred Stock"); (iii) warrants to purchase
Common Stock or Preferred Stock (the "Warrants"); (iv) rights to purchase
shares of Common Stock or Preferred Stock (the "Shareholder Rights"); and (v)
any combination of the foregoing types of securities. The Common Stock, the
Preferred Stock, the Warrants and the Shareholder Rights are collectively
referred to herein as the "Securities." The Registration Statement provides
that the Securities may be offered separately or together, in separate series,
in amounts, at prices, and on terms to be set forth in one or more supplements
to the Prospectus dated September 19, 1996 (the "Prospectus"). This opinion is
being provided at your request in connection with the sale of up to 1,500,000
shares of the Common Stock (the "Shares") pursuant to a Prospectus Supplement
dated April 4, 1997 (the "Prospectus Supplement").
In this capacity, we have examined the Registration Statement, the
Prospectus, the Prospectus Supplement, Underwriting Agreement relating to the
Shares (the "Underwriting Agreement"), the Charter and By-Laws of the Company,
the proceedings of the Board of Directors of the Company or a committee thereof
relating to the issuance of the Shares, a Certificate of the Officer of the
Company dated April 4, 1997, and such other statutes,
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Redwood Trust, Inc. Piper & Marbury
April 4, 1997 L.L.P.
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certificates, instruments, and documents relating to the Company and matters of
law as we have deemed necessary to the issuance of this opinion. In such
examination, we have assumed, without independent investigation, the
genuineness of all signatures, the legal capacity of all individuals who have
executed any of the aforesaid documents, the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies (and the authenticity of the originals of such
copies), and all public records reviewed are accurate and complete. As to
factual matters, we have relied on the Certificate of Officer and have not
independently verified the matters stated therein.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and so advise you
that upon the issuance and delivery of the Shares in accordance with the terms
set forth in the Prospectus, the Prospectus Supplement, and the Underwriting
Agreement, the Shares will have been duly and validly authorized and will be
validly issued, fully paid, and non-assessable.
The opinion expressed herein is solely for (i) the use of the Company
in connection with the Registration Statement, and (ii) the use of Tobin &
Tobin in giving their legality opinion to be filed as an exhibit to the
Registration Statement or in a Current Report on Form 8-K. This opinion may
not be relied on by any other person or in any other connection without our
prior written approval. This opinion is limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters expressly
stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or in a Current Report on Form 8-K and to the reference
to us under the heading "Legal Matters" in the Prospectus and the Prospectus
Supplement included in the Registration Statement. In giving our consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.