Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 30, 2007

Documents

 

 

Exhibit 5.1

 

Letterhead of Kirkpatrick & Lockhart Preston Gates Ellis LLP

 

November 30, 2007

 

Chimera Investment Corporation

1211 Avenue of the Americas, Suite 2902

New York, New York 10036

 

Ladies and Gentlemen:

We have acted as your counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the “1933 Act”) for the registration of 2,956,393 shares (the “Shares”) of Common Stock, par value $0.01 per share, of Chimera Investment Corporation, a Maryland corporation. The Shares are issuable under the Chimera Investment Corporation 2007 Equity Incentive Plan (the “Plan”).

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, the Company’s Articles of Amendment and Restatement, and Bylaws, the Plan and the corporate action of the Company adopting the Plan, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Company. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

Our opinion set forth below is limited to the law of the State of Maryland.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to 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 1933 Act or the rules and regulations thereunder.

Yours truly,

/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP

KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP