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EXHIBIT 5.1
[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
Re: Mortgage Pass-Through Certificates
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 Banc 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 (a "Trustee"), and a servicer (the
"Servicer") or a master servicer (the "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.
We have examined originals or copies certified or otherwise
identified to our satisfaction of such documents and records of the Company, and
such public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
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Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series
of Certificates has been duly and validly authorized,
executed and delivered by the Company, a Trustee and
the Servicer or Master Servicer, such Pooling and
Servicing Agreement will constitute a valid and
legally binding agreement of the Company, enforceable
against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting
creditors' rights generally, and to general
principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in
equity), and except that the enforcement of rights
with respect to indemnification and contribution
obligations and provisions (a) purporting to waive or
limit rights to trial by jury, oral amendments to
written agreements or rights to set off or (b)
relating to submission to jurisdiction, venue of
service or process, may be limited by applicable law
or considerations of public policy; and
2. When a Pooling and Servicing Agreement for a Series
of Certificates has been duly and validly authorized,
executed and delivered by the Company, a Trustee and
the Servicer or Master Servicer, and the Certificates
of such Series have been duly executed,
authenticated, delivered and sold as contemplated in
the Registration Statement, such Certificates will be
legally and validly issued, fully paid and
nonassessable, and the holders of such Certificates
will be entitled to the benefits of such Pooling and
Servicing Agreement.
We hereby consent to the filing of this letter as an Exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus forming a part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
/S/ CADWALADER, WICKERSHAM & TAFT
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