<PAGE> 1
EXHIBIT 5.2
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
Bank of America Corporate Center
100 North Tryon Street
Suite 4200
Charlotte, North Carolina 28202-4006
Telephone 704/331-7400
Facsimile 704/331-7598
May 31, 2000
Banc of America Funding Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Ladies and Gentlemen:
We have acted as special counsel to Banc of America Funding
Corporation, a Delaware corporation (the "Company"), in connection with the
registration statement (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") on May 31, 2000, pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers Mortgage Pass-Through Certificates ("Certificates") to be sold
by the Company in one or more series (each, a "Series") of Certificates. Each
Series of Certificates will be issued under a separate pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among the Company, a
trustee to be identified in the Prospectus Supplement for such Series of
Certificates and a servicer to be identified in the Prospectus Supplement for
such Series of Certificates. A form of Pooling and Servicing Agreement is
included as an exhibit to the Registration Statement.
In rendering the opinion set forth below, we have examined and relied
upon the following: (i) the Registration Statement, the Prospectus and the form
of Prospectus Supplement constituting a part thereof, each in the form filed
with the Commission, (ii) the form of the Pooling and Servicing Agreement in the
form filed with the Commission and (iii) such other documents, records and
instruments as we have deemed necessary for the purposes of this opinion. In
such examination, we have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents submitted
to us as copies. We have assumed that all parties had the corporate power and
authority to enter into and perform all obligations thereunder. As to such
parties, we also have assumed the due authorization by all requisite corporate
action and the due execution and delivery of such documents.
<PAGE> 2
Banc of America Funding Corporation
May 31, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion (i) that
the issuance of each Series of Certificates has been duly authorized by
appropriate corporate action and (ii) that once the Certificates of such Series
have been duly executed, authenticated and delivered in accordance with the
terms of the Pooling and Servicing Agreement relating to such Series and sold in
the manner described in the Registration Statement, any amendment thereto and
the prospectus and prospectus supplement relating thereto, the Certificates will
be legally issued, fully paid, binding obligations of the trust created by the
Pooling and Servicing Agreement, and the holders of the Certificates will be
entitled to the benefits of the Pooling and Servicing Agreement, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the rights of creditors generally and general
principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of
specific performances or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm wherever it appears in
the Prospectus forming a part of the Registration Statement. This consent is not
to be construed as an admission that we are in the category of persons whose
consent is required to be filed with the Registration Statement under the
provisions of the Securities Act.
Very truly yours,
/s/ Kennedy Covington Lobdell & Hickman L.L.P.
