EXHIBIT 8.1

                          [PATTON BOGGS LLP LETTERHEAD]



                                                                Patton Boggs LLP
                                                                (202) 457-6000

June 6, 2005

Board of Directors
MortgageIT Holdings, Inc.
33 Maiden Lane
New York, NY 10038

Ladies and Gentlemen:

         You have asked us for our opinion regarding certain U.S. federal income
tax matters relating to MortgageIT Holdings, Inc., a Maryland corporation (the
"Company"), in connection with the prospectus and registration statement on Form
S-11 filed by the Company with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 relating to the offering of up to
$110,000,000 million the Company's common stock together with all amendments and
exhibits thereto and documents incorporated by reference therein through the
date hereof, the "Registration Statement"). All capitalized terms used but not
defined herein have the meaning ascribed to such terms in the Registration
Statement.

         In rendering our opinion set forth below, we have examined and relied
upon the originals, copies or specimens, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the organizational
documents of the Company, and (iii) a certificate executed by a duly appointed
officer of the Company setting forth certain factual representations and
covenants (the "Officer's Certificate"), dated as of the date of this letter. In
rendering our opinion, we have assumed: (i) the genuineness of all signatures;
(ii) the authenticity of all documents, agreements and instruments we have
examined as originals; (iii) the conformity to original documents, agreements
and instruments of all copies or specimens of documents, agreements and
instruments we have examined; (iv) the authenticity of the originals of such
copies or specimens of documents, agreements and instruments we have examined;
and (v) the accuracy of the matters set forth in the documents, agreements and
instruments we reviewed. We have further assumed that all statements, facts,
representations and covenants made in the Registration Statement are and remain
true (without regard to any qualifications as to knowledge or belief or any
qualifications stated therein), that the respective parties thereto and all
parties referred to therein will act in all respects at all relevant times in
conformity with the requirements and provisions of such documents, and that none
of the terms and conditions contained therein has been or will be waived or
modified in any respect. In addition, we have assumed generally that during its
taxable year ending December 31, 2005, and subsequent taxable years, the Company
will continue to operate in such a manner that makes and will continue to make
the representations contained in the Officer's Certificate true for such years.





Board of Directors of MortgageIT Holdings, Inc.
June 6, 2005

Page 2 of 3

         As to any facts material to the opinion expressed below that are not
known to us, we have relied upon statements and representations of officers and
other representatives of the Company. We have undertaken only such limited
investigation of the existence or absence of the facts that are material to our
opinion as we have deemed appropriate for purposes of rendering our opinion. No
facts have come to our attention, however, that would cause us to question the
accuracy and completeness of such facts or documents in a material way.

         We have made such investigations of law as we have deemed appropriate
as a basis for the opinion expressed below.

         The following opinion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations, and rulings and decisions
thereunder, each as in effect on the date hereof, and may be affected by
amendments to the Code or to Treasury regulations or by subsequent judicial or
administrative interpretations thereof. Statutes, regulations, judicial
decisions, and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in law
that is made after the date hereof that forms a basis for our opinion could
affect our conclusions. We expressly disclaim any obligation or undertaking to
update or modify this opinion letter as a consequence of any future changes in
applicable laws or Treasury regulations or the facts bearing upon this opinion
letter, any of which could affect our conclusions. We will not review on a
continuing basis the Company's compliance with the documents or assumptions set
forth above, or the factual representations set forth in the Officer's
Certificate. We express no opinion as to the laws of any jurisdiction other than
the federal income tax laws of the United States of America to the extent
specifically referred to herein. In this letter, we express no opinion other
than the opinion stated in the following paragraph.

         Based upon and subject to the foregoing, we are of the opinion that:

         (a) The information in the Registration Statement and the Prospectus
contained therein under the heading "Federal Income Tax Consequences" and the
statements of law and legal conclusions contained therein are correct in all
material respects.

         (b) Beginning with the Company's taxable year ended December 31, 2004,
the Company has been organized and operated in conformity with the requirements
for qualification and taxation as a real estate investment trust under the Code
and the Company's current and proposed method of operations will enable it to
continue to meet the requirements for qualification and taxation as a real
estate investment trust under the Code for its taxable year ending December 31,
2005, and subsequent taxable years.




Board of Directors of MortgageIT Holdings, Inc.
June 6, 2005

Page 3 of 3

         The Company's continued qualification as a REIT depends upon its
ability to meet, through actual annual operating results, certain requirements
including requirements relating to distribution of income, diversity of stock
ownership, asset composition, source of income, and record keeping. We do not
undertake to monitor whether the Company will in fact, through actual operating
results, satisfy the various qualification requirements. No assurance can be
given that the Company will continue to satisfy the requirements for
qualification and taxation as a REIT for any given tax year.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion in any
abbreviated registration statement filed pursuant to Rule 462(b) in connection
with the offering covered by the Registration Statement, and to the reference to
our firm contained in the Prospectus included therein.

Very truly yours,

/s/ PATTON BOGGS LLP

Patton Boggs LLP

GJS/SPC