Reference is hereby made to the registration statement of Capstead Mortgage Corporation (the "Company") on Form S-3 (File No. 333-156073), which became effective as of February 12, 2009 (the "Registration Statement"), pursuant to which the Company registered the sale of debt and equity securities in accordance with the provisions of the Securities Act of 1933, as amended. Reference is also hereby made to the prospectus and the related prospectus supplement, which was filed with the Commission pursuant to Rule 424(b)(5) on February 12, 2009, with respect to the Company's common stock.
On March 10, 2008, the Company entered into a Sales Agreement, as amended by the First Amendment to Sales Agreement, dated as of August 4, 2008 with Brinson Patrick Securities Corporation (the "Sales Manager") , in connection with the issuance and sale of shares of the Company's common stock, par value $0.01 per share, from time to time through the Sales Manager.
On March 10, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 3,000,000 shares of the Company's common stock, par value $0.01 per share.
On April 11, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 3,000,000 shares of the Company's common stock, par value $0.01 per share.
On June 4, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 5,000,000 shares of the Company's common stock, par value $0.01 per share.
On November 12, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 5,000,000 shares of the Company's common stock, par value $0.01 per share.
On February 12, 2009, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 7,672,000 shares of the Company's common stock, par value $0.01 per share. Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.   Description

    5.1       Opinion of Hogan & Hartson LLP, dated February 12, 2009, with respect to
              the legality of the shares of common stock being issued.