Exhibit 8.1
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[LETTERHEAD OF McKee Nelson LLP]
May 22, 2006
Annaly Mortgage Management, Inc.
1211 Avenue of the Americas
Suite 2902
New York, New York 10036
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
Annaly Mortgage Management, Inc., a Maryland corporation (the "Company"),
has requested our opinion concerning certain tax matters in connection with the
registration statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended through the date hereof. Capitalized terms used herein and not
otherwise defined have the meanings set forth in the Registration Statement.
This opinion is based, in part, upon various assumptions and factual
representations set forth in the Registration Statement and in a letter
delivered to us by the Company today. This opinion is also based upon the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder, and existing administrative and judicial interpretations
thereof, all as they exist at the date of this letter. All of the foregoing
statutes, regulations, and interpretations are subject to change, in some
circumstances with retroactive effect. Any changes to the foregoing authorities
might result in modifications of our opinions contained herein.
In addition, as counsel to the Company, we have examined and relied on
the originals or copies, certified or otherwise identified to our satisfaction,
of such instruments, certificates, records, and other documents that we have
deemed appropriate for purposes of rendering our opinion. In our examination, we
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies or by facsimile or other means of electronic transmission
or which we obtained from the Commission's Electronic Data Gathering, Analysis
and Retrieval System ("EDGAR") or other sites on the internet, and the
authenticity of the originals of such latter documents.
Annaly Mortgage Management, Inc.
May 22, 2006
Page 2
Based on the foregoing, we are of the opinion that, commencing with the
Company's taxable year ended December 31, 1997, the Company has been and will
continue to be organized in conformity with the requirements for qualification
and taxation as a real estate investment trust (a "REIT") under the Code and its
method of operating has enabled the Company, and its proposed method of
operating going forward will enable the Company, to meet the requirements for
qualification and taxation as a REIT.
The Company's qualification as a REIT will depend on the Company's
meeting, in its actual operations, the applicable asset composition, source of
income, shareholder diversification, distribution and other requirements of the
Code and Treasury Regulations necessary for REIT qualification. We will not
review these operations and no assurance can be given that the actual operations
of the Company and its affiliates will meet these requirements or the
representations made to us with respect thereto.
This opinion is furnished to you for your use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8 to the Registration Statement and to the use of our name in connection
with the material discussed therein under the caption "Federal Income Tax
Considerations" in the prospectus or any supplement thereto. In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ McKee Nelson LLP