CAPSTEAD MORTGAGE CORPORATION 7.50% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK (LIQUIDATION PREFERENCE $25.00 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2013 • Capstead Mortgage Corp • Real estate investment trusts • New York
This firm has acted as Maryland counsel to Capstead Mortgage Corporation, a Maryland corporation (the “Company”), in connection with the issuance and sale of [•] shares of [•]% Series E Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share), par value $0.10, of the Company (the “Shares”), pursuant to the terms of the Underwriting Agreement, dated May [•], 2013 (the “Agreement”), by and between the Company and you, as managers of the several underwriters named on Schedule II thereto. This opinion letter is furnished to you pursuant to the requirements set forth in Section 5(c) of the Agreement in connection with the Closing thereunder on the date hereof. Capitalized terms used herein which are defined in the Agreement shall have the meanings set forth in the Agreement, unless otherwise defined herein (including in Schedule I attached hereto). Certain other capitalized terms used herein are defined in Schedule I attached hereto.
