Banc of America Securities Auto Trust 2005-WF1 8-K Other Events

Exhibit 8.1

71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Telephone
(312) 782-0600
Main Fax
(312) 701-7711

July 7, 2005

BAS Securitization LLC
Hearst Tower
214 North Tryon Street
NC1-027-21-04
Charlotte, NC 28255

Re:	Banc of America Securities Auto Trust 2005-WF1
	Registration Statement on Form S-3

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-3 (Registration No. 333-81254) of BAS Securitization LLC (the “Seller”), together with the exhibits thereto (as amended, the “Registration Statement”), registering notes representing debt of the Banc of America Securities Auto Trust 2005-WF1 (the “Trust”), and the related Prospectus, dated June 27, 2005, and Prospectus Supplement, dated June 29, 2005 (together, the “Prospectus”), filed by the Seller with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the issuance of $259,000,000 Class A-1 3.50545% Auto Loan Asset Backed Notes, $282,000,000 Class A-2 3.89% Auto Loan Asset Backed Notes, $238,000,000 Class A-3 3.99% Auto Loan Asset Backed Notes, $73,160,000 Class A-4 4.08% Auto Loan Asset Backed Notes (the “Class A Notes”), $17,800,000 Class B 4.30% Asset Backed Notes (the “Class B Notes”) and $20,000,000 Class C 4.49% Asset Backed Notes (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Notes”), you have requested our opinion regarding the description of material tax consequences related to the issuance of the Notes (the “Offering”) as described in the Prospectus. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Prospectus.

Our opinion is based on our examination of the Prospectus, the Indenture, dated as of July 7, 2005 (the “Indenture”), by and between the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and such other documents, instruments and information as we considered necessary. Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Trust and the issuance and sale of the Notes will remain in full force and effect; (iii) the

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Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

July 7, 2005
Page 2

assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the federal income tax laws, including the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practice. This opinion is subject to the explanations and qualifications set forth under the caption “Material Federal Income Tax Consequences” in the Prospectus. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

While the tax description does not purport to discuss all possible federal income tax ramifications of the purchase, ownership, and disposition of the Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended, based on the foregoing, as of the date hereof, we adopt and confirm the statements under the captions “Summary of Terms – Tax Status” and “Material Federal Income Tax Consequences” as our opinion of the material tax consequences of the Offering, to the extent such statements constitute legal conclusions. We know that we are referred to under the captions “Summary of Terms – Tax Status” and “Material Federal Income Tax Consequences” included in the Registration Statement, and we hereby consent to the use of our name therein and to the filing of this opinion as part of the Seller’s Current Report on Form 8-K, dated on or about July 7, 2005, without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K.

Very truly yours,
 

/s/ Mayer, Brown, Rowe & Maw LLP  

MAYER, BROWN, ROWE & MAW LLP 

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