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EXHIBIT 8.1
[Letterhead of Cadwalader, Wickersham & Taft]
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 your counsel in connection with the
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on the date hereof,
pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers Mortgage Pass-Through Certificates ("Certificates") to be sold
by Bank of America Funding Corporation (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 or a master 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. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in 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
substantially in the form filed with the Commission, (ii) the form of the
Pooling and Servicing Agreement substantially 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.
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As counsel to the Company, we have advised the Company with
respect to certain federal income tax aspects of the proposed issuance of the
Certificates. Such advice has formed the basis for the description of material
federal income tax consequences for holders of the Certificates that appears
under the headings "Summary of Terms -- Tax Status" and "Federal Income Tax
Consequences" in the Prospectus and under the headings "Summary of Terms --
Federal Income Tax Consequences" and "Federal Income Tax Consequences" in the
form of Prospectus Supplement. Such descriptions do not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the
Certificates, but, with respect to those federal income tax consequences that
are discussed, in our opinion, the descriptions are accurate in all material
respects.
This opinion is based on the facts and circumstances set forth
in the Prospectus and Prospectus Supplement and in the other documents reviewed
by us. Our opinion as to the matters set forth herein could change with respect
to a particular Series of Certificates as a result of changes in facts or
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. Because the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to this firm
under the caption "Federal Income Tax Consequences" in the Prospectus forming a
part of the Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
No opinion has been sought and none has been given concerning
the tax treatment of the issuance and sale of the Certificates under the laws of
any state.
Very truly yours,
/S/ CADWALADER, WICKERSHAM & TAFT
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