This paper exploits rotation invariance of matrix pencil based on two parallel uniform linear polarization sensitive arrays, and eigenvalues and the corresponding eigenvectors of the matrix pencil are the rotation matrix and time-space-polarization steering vector of the subarray, respectively. The eigenvalues and steering vector can be used to estimate frequency, two-dimensional angles and polarization of incident signal simultaneously without spectral search. This method is of virtual array element and comparatively high resolution. Moreover this method is equal to multi-dimensional ESPRIT that matrix pencils share the same common set of eigenvectors, and two methods exploit the same information such as eigenvalues and eigenvectors of the matrix pencil. The simulation results verify and analyse the performances of two methods.