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EXHIBIT 8.2
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 28225
Ladies and Gentlemen:
We have acted as special tax 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.
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Banc of America Funding Corporation
May 31, 2000
Page 2
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 we have
reviewed. 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. Accordingly, the opinion contained in each
Prospectus Supplement and Prospectus prepared pursuant to the Registration
Statement is 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. 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.
No opinion has been sought and we do not express any opinion concerning
the tax treatment of the issuance and sale of the Certificates under the laws of
any state or foreign or local jurisdiction.
Very truly yours,
/s/ Kennedy Covington Lobdell & Hickman L.L.P.
