EXHIBIT 8
December 28, 2007
To the Persons Named on
Schedule 1 Hereto
Re: Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-5
-------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to that certain
Private Placement Agency Agreement dated as of December 20, 2007 ("Private
Placement Agency Agreement"), by and among Bank of America, National Association
("Bank of America"), Banc of America Commercial Mortgage Inc. ("BACM"), and Banc
of America Securities LLC ("BAS" and the "Placement Agent") and pursuant to
Section 6 of that certain Underwriting Agreement dated as of December 20, 2007
(the "Underwriting Agreement"), by and among BACM, BAS, and Greenwich Capital
Markets, Inc. ("RBS Greenwich Capital" and, together with BAS, the
"Underwriters"). We have acted as special counsel to BACM in connection with (i)
the issuance of the Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-5 (the "Certificates"), which
consist of 28 classes: the Class A-1, Class A-2, Class A-3, Class A-SB, Class
A-4, Class A-1A, Class XW, Class A-M, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S, Class V, Class R-I and Class R-II
Certificates; (ii) the sale by BACM to the Underwriters of the Class A-1, Class
A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-M and Class A-J
Certificates (collectively, the "Publicly Offered Certificates"); and (iii) the
sale by BACM through the Placement Agent of the Class XW, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class V and Class R-I and Class
R-II Certificates (collectively, the "Privately Offered Certificates").
The Certificates are being issued pursuant to that certain
Pooling and Servicing Agreement, dated as of December 1, 2007 (the "Pooling and
Servicing Agreement"), by and among BACM, as depositor, Bank of America,
National Association, as master servicer, Centerline Servicing Inc., as special
servicer, Xxxxx Fargo Bank, N.A., as trustee, and LaSalle Bank National
Association, as certificate administrator and REMIC administrator. Capitalized
terms used and not otherwise defined herein have the meanings given to them in
the Pooling and Servicing Agreement. The Certificates will evidence beneficial
ownership interests in a trust fund (the "Trust Fund"), the assets of which will
consist of a pool of mortgage loans identified on Schedule I to the Pooling and
Servicing Agreement, together with certain related assets.
In rendering the opinions set forth below, we have examined and
relied upon originals, copies or specimens, certified or otherwise identified to
our satisfaction, of the Pooling and Servicing Agreement, the Prospectus and the
Prospectus Supplement, dated December 20, 2007, relating to the Publicly Offered
Certificates and the Private Placement Memorandum, dated December 20, 2007,
relating to the Privately Offered Certificates (the "Private Placement
Memorandum"), the specimen forms of the Certificates and such certificates,
corporate records and other documents, agreements, opinions and instruments,
including, among other things, those delivered at the closing of the purchase
and sale of the Certificates, as we have deemed appropriate as a basis for such
opinion hereinafter expressed. In connection with such examination, we have
assumed and relied upon (x) the legal capacity of all natural persons and (y)
(except as expressly opined herein) the genuineness of all signatures, the
authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the conformity of the text of each document filed with the Securities
and Exchange Commission through the XXXXX System to the printed document
reviewed by us, the authenticity of the originals of such documents, agreements
and instruments submitted to us as copies or specimens, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to matters of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy of, the representations and warranties contained
in the Pooling and Servicing Agreement and in certificates and oral or written
statements and other information obtained from BACM, the Master Servicer, the
Special Servicers, the Trustee, the REMIC Administrator, the Placement Agent,
the Underwriters and others, and of public officials. Except as expressly set
forth herein, we have not undertaken any independent investigation (including,
without limitation, conducting any review, search or investigation of any public
files, records or dockets) to determine the existence or absence of the facts
that are material to our opinions, and no inference as to our knowledge
concerning such facts should be drawn from our reliance on the representations
of BACM, the Master Servicer, the Special Servicers, the Trustee, the REMIC
Administrator, the Placement Agent, the Underwriters and others in connection
with the preparation and delivery of this letter. Any capitalized terms used
herein and not defined shall have the meaning ascribed to them in the Pooling
and Servicing Agreement.
In rendering the opinion below, we do not express any opinion
concerning the laws of any jurisdiction other than the substantive federal laws
of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that, assuming (i) that the elections required by Section 860D(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), are properly made, (ii)
compliance with all relevant provisions of the Pooling and Servicing Agreement
as in effect as of the Closing Date, (iii) compliance with the Sawgrass Xxxxx
Servicing Agreement, the Arundel Xxxxx Servicing Agreement, the CVS Portfolio
Louisiana Servicing Agreement, the CVS Portfolio Texas Servicing Agreement and
the CVS-Gulfport Servicing Agreement and the continuing qualification of the
REMICs formed thereunder and (iv) compliance with any subsequent changes in law,
including any amendments to the Code or applicable Treasury Regulations
thereunder, (a) REMIC I and REMIC II will each qualify for treatment for federal
income tax purposes as a "real estate mortgage investment conduit", as defined
in Section 860D of the Code; (b) the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class XW, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q and Class S Certificates will constitute
"regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the
Code; (c) the Class R-II Certificates will constitute the sole class of
"residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the
Code; (d) the REMIC I Regular Interests will constitute "regular interests" in
REMIC I within the meaning of Section 860G(a)(1) of the Code; (e) the Class R-I
Certificates will constitute the sole class of "residual interests" in REMIC I
within the meaning of Section 860G(a)(2) of the Code; and (f) the portion of the
Trust Fund consisting of the Excess Interest and the Excess Interest
Distribution Account will be treated as a grantor trust under subpart E, Part I
of subchapter J of the Code, and the Class V Certificates will represent
undivided beneficial interests in such portion.
The foregoing opinion is based on current provisions of the Code,
the Treasury regulations promulgated thereunder, published pronouncements of the
Internal Revenue Service (the "Service") and case law, any of which may be
changed at any time with retroactive effect. Further, you should be aware that
opinions of counsel are not binding on the Service or the courts. We express no
opinion as to any matters covered by this opinion of the laws of any
jurisdiction other than the federal income tax laws of the United States of
America. Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts or in the
documents on which this opinion is based, or an inaccuracy in any of the
information upon which we have relied in rendering this opinion. Furthermore,
this opinion is not intended or written to be used, and cannot be used, for the
purpose of avoiding U.S. federal, state or local tax penalties. This opinion is
written in connection with the promotion or marketing by BACM, the Placement
Agent and/or the Underwriters of the transactions or matters addressed in this
letter. Taxpayers (other than BACM) should seek advice based on their particular
circumstances from an independent tax advisor.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. Without our prior written
consent, this letter is not to be relied upon, used, circulated, quoted or
otherwise referred to by, or assigned to, any other person (including any person
that acquires any Certificates from you or that seeks to assert your rights in
respect of this letter (other than your successor in interest by means of
merger, consolidation, transfer of a business or other similar transaction)) or
for any other purpose. Nevertheless, you may disclose to any and all persons,
without limitation of any kind, the U.S. federal, state and local tax treatment
of the Certificates and the Trust Fund, any fact that may be relevant to
understanding the U.S. federal, state and local tax treatment of the
Certificates and the Trust Fund, and all materials of any kind (including this
opinion letter and any other opinions or other tax analyses) relating to such
U.S. federal, state and local tax treatment and that may be relevant to
understanding such U.S. federal, state and local tax treatment. In addition, we
disclaim any obligation to update this letter for changes in fact or law, or
otherwise.
Very truly yours,
/s/ Cadwalader, Xxxxxxxxxx & Xxxx LLP
SCHEDULE 1
Banc of America Commercial Mortgage Inc.
000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Bank of America, National Association
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
