October 27, 2000
To the Persons Named on
Schedule 1 Hereto:
Re: Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-2
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Ladies and Gentlemen:
We have acted as special counsel to Banc of America Commercial
Mortgage Inc. ("BACM") in connection with that certain Amended and Restated
Pooling and Servicing Agreement, dated as of October 1, 2000 (the "Pooling and
Servicing Agreement"), by and among BACM, as depositor, Bank of America, N.A.
("Bank of America"), as a mortgage loan seller, HVB Realty Capital Inc. ("HVB"),
as a mortgage loan seller, ORIX Real Estate Capital Markets LLC, as master
servicer, Lennar Partners, Inc., as special servicer, and Wells Fargo Bank
Minnesota, N.A., as trustee and as REMIC administrator. Capitalized terms used
and not otherwise defined herein have the meanings given to them in the Pooling
and Servicing Agreement. This Opinion is being delivered pursuant to Section
11.01(a)(v) and 11.01(d) of 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. The Pooling and Servicing Agreement governs BACM's
Commercial Mortgage Pass-Through Certificates, Series 2000-2 (the
"Certificates"), consisting of twenty-two classes: the Class A-1 Certificates,
Class A-2 Certificates, the Class X Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates, the Class E Certificates, the
Class F Certificates, the Class G Certificates, the Class H Certificates, the
Class J Certificates, the Class K Certificates, the Class L Certificates, the
Class M Certificates, the Class N Certificates, the Class O Certificates, the
Class P Certificates, the Class V Certificates, the Class R-I Certificates, the
Class R-II Certificates, the Class R-IIU Certificates and the Class R-III
Certificates.
In rendering the opinion 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
Supplement and Prospectus, each dated October 25, 2000 relating to the Class
A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates (collectively, the "Publicly Offered Certificates"),
the Private Placement Memorandum, dated September 21, 2000 relating to the Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates, (the
Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates,
the "Privately Placed Certificates") specimen forms of the Publicly Offered
Certificates and the Privately Placed 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 Publicly Offered Certificates and the Privately Placed
Certificates, as we have deemed necessary as a basis for such opinion
hereinafter expressed. In connection with such examination, we have assumed 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, 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 EDGAR System to the
printed document review 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. We have also relied without independent investigation
upon the letter of Andrews & Kurth LLP, dated as of September 22, 2000, as to
the qualification of each of the Loan REMICs as a "real estate mortgage
investment conduit" as defined in Section 860D of the Code. As to any facts
material to such opinion that were not known to us, we have relied upon
statements, certificates and representations of officers and other
representatives of BACM, HVB, the Trustee, the REMIC Administrator, the
Underwriters and of public officials.
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 compliance with all relevant provisions of the Original Pooling and
Servicing Agreement as in effect on the Original Closing Date and compliance
with all of the relevant provisions of the Pooling and Servicing Agreement from
and after the Sequel Closing Date, (a) REMIC I and REMIC II will each continue
to qualify and REMIC IIU and REMIC III will 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 portion of the Trust Fund consisting of the
Excess Interest and the Excess Interest Distribution Account will continue to be
treated as a grantor trust for federal income tax purposes under subpart E, Part
I of subchapter J of the Code, (c) the Class A-1, Class A-2, Class B, Class C,
Class D, Class E, Class F, Class G and Class X Certificates will constitute
"regular interests" in REMIC III, and the Class R-III Certificates will
constitute the sole class of "residual interest" in REMIC III as defined in
Sections 860G(a)(1) and 860G(a)(2) of the Code, respectively, (d) the Class UA-1
and Class UA-2 Uncertificated Interests will constitute "regular interests" in
REMIC IIU, and the Class R-IIU Certificates will constitute the sole class of
"residual interest" in REMIC IIU, (e) the Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P Certificates and the Class MA-1, Class
MA-2, Class MB, Class MC, Class MD, Class ME, Class MF, Class MG and Class MX
Uncertificated Interests will constitute "regular interests" in REMIC II, and
the Class R-II Certificates will constitute the sole class of "residual
interest" in REMIC II; (f) the Class LA-1, Class LA-2, Class LB, Class LC, Class
LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class
LM, Class LN, Class LO and Class LP Uncertificated Interests will constitute
"regular interests" in REMIC I, and the Class R-I Certificates will constitute
the sole class of "residual interests" in REMIC I within the meaning of the Code
and undivided beneficial interests in the Loan REMIC Residual Interests; (g) the
Class V Certificates will represent undivided beneficial interests in the Excess
Interest and the Excess Interest Distribution Account and (h) the amendment and
restatement of the Original Pooling Agreement effected by the Pooling and
Servicing Agreement will not result in the imposition of any tax on the Grantor
Trust, Loan REMICs, REMIC I, REMIC II, REMIC IIU or REMIC III or cause the
Grantor Trust, Loan REMICs, REMIC I, REMIC II, REMIC IIU or REMIC III to fail to
qualify as a Grantor Trust or as a REMIC, as applicable, at any time that any
Certificates are outstanding.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. This letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any other
person or for any other purpose without our prior written consent.
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT
