EXHIBIT 8
December 29, 2005
To the Persons Named on
Schedule 1 Hereto
Re: Banc of America Commercial Mortgage Inc.
Commercial Mortgage Pass-Through Certificates, Series 2005-6
------------------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 5(e) of
that certain Certificate Purchase Agreement dated as of 16, 2005 ("Certificate
Purchase Agreement"), by and among Bank of America, N.A. ("Bank of America"),
Banc of America Commercial Mortgage Inc. ("BACM"), Banc of America Securities
LLC ("BAS"), Barclays Capital Inc. ("Barclays") and Bear Xxxxxxx & Co. Inc.
("Bear Xxxxxxx" and together with BAS and Barclays, the "Initial Purchasers")
and pursuant to Section 6 of that certain Underwriting Agreement dated as of 16,
2005 (the "Underwriting Agreement"), by and among BACM, BAS, Barclays, Bear
Xxxxxxx & Co. Inc., Deutsch Bank Securities Inc. ("Deutsche Bank") and Xxxxxx
Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx" and, together with BAS, Barclays,
Bear Xxxxxxx and Deutsche Bank, the "Underwriters"). We have acted as special
counsel to BACM in connection with (i) the issuance of BACM's Commercial
Mortgage Pass-Through Certificates, Series 2005-6 (the "Certificates"), which
consist of 28 classes: the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-SB Certificates, the Class A-4
Certificates, the Class A-M Certificates, the Class A-J 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 Q Certificates, the Class S
Certificates, the Class XW Certificates, the Class V Certificates, the Class R-I
Certificates, the Class R-II Certificates and the Class KC Certificates; (ii)
the sale by BACM to the Underwriters of the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates, the
Class A-4 Certificates, the Class A-M Certificates, the Class A-J Certificates,
the Class B Certificates, the Class C Certificates, the Class D Certificates,
the Class E Certificates and the Class F Certificates (collectively, the
"Publicly Offered Certificates"); and (iii) the sale by BACM to the Initial
Purchasers of 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 Q Certificates, the Class S Certificates, the Class XW
Certificates, the Class V Certificates and the Class KC Certificates
(collectively, the "Privately Offered Certificates").
The Certificates are being issued pursuant to that certain Pooling
and Servicing Agreement, dated as of December 1, 2005 (the "Pooling and
Servicing Agreement"), by and among BACM, as depositor, Bank of America, N.A.,
as master servicer, LNR Partners, Inc., as special servicer and LaSalle Bank
National Association, as trustee and REMIC administrator. Capitalized terms used
and not otherwise defined herein have the meanings given to them in 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.
In rendering the opinions 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, dated December 1,
2005, the Prospectus, dated September 30, 2005, the Prospectus Supplement, dated
December 16, 2005, relating to the Publicly Offered Certificates, the Private
Placement Memorandum, dated December 16, 2005, relating to the Privately Offered
Certificates (the "Private Placement Memorandum") and the Private Placement
Memorandum dated 16, 2005, relating to the Class KC Certificates (the "Class KC
Private Placement Memorandum"), the specimen forms of the 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 Certificates, as we have deemed appropriate 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, the
conformity of the text of each document filed with the Securities and Exchange
Commission through the XXXXX System to the printed document reviewed 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. As to matters of
fact relevant to the opinions expressed herein, we have relied upon, and assumed
the accuracy of, the representations and warranties contained in the Pooling and
Servicing Agreement and in certificates and oral or written statements and other
information obtained from BACM, the Master Servicer, the Special Servicer, the
Trustee, the REMIC Administrator, the Initial Purchasers, the Underwriters and
others, and of public officials. Except as expressly set forth herein, we have
not undertaken any independent investigation (including, without limitation,
conducting any review, search or investigation of any public files, records or
dockets) to determine the existence or absence of the facts that are material to
our opinions, and no inference as to our knowledge concerning such facts should
be drawn from our reliance on the representations of BACM, the Master Servicer,
the Special Servicer, the Trustee, the REMIC Administrator, the Initial
Purchasers, the Underwriters and others in connection with the preparation and
delivery of this letter.
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 (i) that the elections required by Section 860D(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), are properly made, (ii)
compliance with all relevant provisions of the Pooling and Servicing Agreement
as in effect as of the Closing Date (iii) compliance with all provisions of the
Sotheby's Building Pooling Agreement and continuing qualifications of the REMICs
formed thereunder, and (iv) compliance with any subsequent changes in law,
including any amendments to the Code or applicable Treasury Regulations
thereunder, (a) REMIC I, REMIC II and the Component Mortgage Loan REMIC will
each 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
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-SB Certificates, the Class A-4 Certificates, the Class A-M
Certificates, the Class A-J 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 Q Certificates, the Class S Certificates and the Class
XW Certificates will constitute "regular interests" in REMIC II and the Class
R-II Certificates will constitute the sole class of "residual interests" in
REMIC II within the meaning of the Code; (c) the REMIC I Regular Interests will
constitute "regular interests" in REMIC I within the meaning of the Code; (d)
the Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I within the meaning of the Code; (e) Component Mortgage Loan REMIC
Regular Interest will constitute "regular interest" in the Component Mortgage
Loan REMIC and the Class KC Certificates will constitute the sole class of
"residual interest" in the Component Mortgage Loan REMIC within the meaning of
the Code; and (f) the portion of the Trust Fund consisting of the Excess
Interest and the Excess Interest Distribution Account will be treated as a
grantor trust under subpart E, Part I of subchapter J of the Code, and the Class
V Certificates will represent undivided beneficial interests in such portion.
The foregoing opinion is based on current provisions of the Code,
the Treasury regulations promulgated thereunder, published pronouncements of the
Internal Revenue Service (the "Service") and case law, any of which may be
changed at any time with retroactive effect. Further, you should be aware that
opinions of counsel are not binding on the Service or the courts. We express no
opinion as to any matters covered by this opinion of the laws of any
jurisdiction other than the federal income tax laws of the United States of
America. Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts or in the
documents on which this opinion is based, or an inaccuracy in any of the
information upon which we have relied in rendering this opinion.
Furthermore, this opinion is not intended or written to be used, and
cannot be used, for the purpose of avoiding U.S. federal, state or local tax
penalties. This opinion is written in connection with the promotion or marketing
by BACM, the Initial Purchasers and/or the Underwriters of the transactions or
matters addressed in this letter. Taxpayers (other than BACM) should seek advice
based on their particular circumstances from an independent tax advisor.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. Without our prior written
consent, this letter is not to be relied upon, used, circulated, quoted or
otherwise referred to by, or assigned to, any other person (including any person
that acquires any Certificates from you or that seeks to assert your rights in
respect of this letter (other than your successor in interest by means of
merger, consolidation, transfer of a business or other similar transaction)) or
for any other purpose. Nevertheless, you may disclose to any and all persons,
without limitation of any kind, the U.S. federal, state and local tax treatment
of the Certificates and the Trust Fund, any fact that may be relevant to
understanding the U.S. federal, state and local tax treatment of the
Certificates and the Trust Fund, and all materials of any kind (including this
opinion letter and any other opinions or other tax analyses) relating to such
U.S. federal, state and local tax treatment and that may be relevant to
understanding such U.S. federal, state and local tax treatment. In addition, we
disclaim any obligation to update this letter for changes in fact or law, or
otherwise.
Very truly yours,
/s/ Cadwalader, Xxxxxxxxxx & Xxxx LLP
SCHEDULE 1
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Banc of America Commercial Mortgage Inc.
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Bank of America, N.A.
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Barclays Capital Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Deutsch Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard and Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
LaSalle Bank National Association
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
