On February 4, 2009, Anworth Mortgage Asset Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, JMP Securities LLC, RBC Capital Markets Corporation and Sterne, Agee & Leach, Inc. (collectively, the "Underwriters") relating to the sale of 8,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and the granting to the Underwriters of an option to purchase up to an additional 1,200,000 shares of Common Stock to cover over-allotments. A copy of the Underwriting Agreement is attached hereto and incorporated herein by reference as Exhibit 1.1.

DLA Piper LLP (US), as special Maryland counsel to the Company, has issued its opinion with respect to the legality of the Shares issued pursuant to the Underwriting Agreement, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.1.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit #      Description
1.1            Underwriting Agreement, dated February 4, 2009 between the Company
               and the Underwriters

5.1            Opinion of DLA Piper LLP (US)