6,000,000 Shares INVESCO MORTGAGE CAPITAL INC. 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTManagement Agreement • September 10th, 2014 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
satisfaction, of such records and documents of the Manager, including, without limitation, resolutions adopted by the board of directors of the Manager and the organizational documents of the Manager, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Manager, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. Among other things, we have examined originals or copies of the following executed documents:
