Exhibit 5
Cadwalader, Wickersham & Taft LLP 227 West Trade Street, Charlotte, NC 28202 Tel +1 704 348 5100 Fax +1 704 348 5200 www.cadwalader.com |
May 31, 2019
Banc of America MerrillLynch Commercial Mortgage Inc.
One Bryant Park
New York, New York 10036
Re: BANK 2019-BNK18,
Commercial MortgagePass-Through Certificates, Series 2019-BNK18
Ladies andGentlemen:
We have acted as special counsel to Banc ofAmerica Merrill Lynch Commercial MortgageInc. (the“Company”)in connection with the proposedsale by theCompanyand purchase byBofA Securities, Inc.(“BOAS”),WellsFargo Securities, LLC (“WFS”), Morgan Stanley &Co. LLC (“MS&Co.”),AcademySecurities, Inc.(“Academy”) and DrexelHamilton,LLC (“Drexel” and, collectively withBOAS, WFS, MS&Co. andAcademy, the“Underwriters”) of theBANK2019-BNK18, Commercial MortgagePass-Through Certificates, Series 2019- BNK18, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S,ClassB and Class C (the“Offered Certificates”), pursuant tothe terms of the Underwriting Agreement, dated asof May 21, 2019 (the “Agreement”), between the Company, the Underwriters and Bank of America,NationalAssociation.The Offered Certificates are being issuedpursuantto aPooling andServicing Agreement, dated asof May 1, 2019 (the “Pooling and ServicingAgreement”),between theCompany, as depositor,Wells Fargo Bank, National Association, as generalmaster servicer,Rialto Capital Advisors, LLC, as generalspecial servicer, National CooperativeBank, N.A., asNCB master servicer and NCB specialservicer,SitusHoldings, LLC, as Newport Corporate Center special servicer,WilmingtonTrust,National Association, astrustee, Wells Fargo Bank, NationalAssociation, ascertificate administrator, certificate registrar, authenticating agent and custodian,andPentalpha Surveillance LLC, as operating advisor and asset representations reviewer.Capitalized terms used herein but not defined herein have therespective meanings given them in theAgreement.
In rendering the opinions set forth below,we haveexaminedandrelied upon the originals, copies orspecimens, certified or otherwise identified toour satisfaction, of the TransactionDocuments (as defined below) and such certificates,corporate and public records, agreements andinstruments and otherdocuments,including,among other things, thedocumentsdeliveredon the date hereof, as we havedeemedappropriate as abasis for the opinions expressed below. Insuch examination we have assumed the genuineness ofall signatures, the
authenticity of alldocuments, agreements andinstruments submitted to us asoriginals, theconformity to originaldocuments, agreements and instruments ofall documents, agreements and instruments submitted to us ascopies or specimens, theauthenticity of the originals ofsuch documents, agreements and instrumentssubmitted to us as copies orspecimens, theconformity of the text of each document filed withthe Securities andExchange Commission (the“Commission”) through theCommission’s Electronic DataGathering, Analysisand Retrieval System to the printeddocument reviewed by us, theaccuracy of thematters setforth in thedocuments, agreements andinstruments we reviewed, and thatsuch documents, agreements andinstruments evidence the entire understanding between the parties thereto and have not beenamended, modified orsupplemented in anymanner material to theopinions expressed herein. As tomatters of fact relevant to the opinions expressedherein, we have relied upon, andassumed theaccuracy of, the representations andwarranties containedin theAgreement and thePooling andServicing Agreement and we have reliedupon certificatesand oralor writtenstatements and otherinformation obtained from theCompany, the other partiesto the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation(including, withoutlimitation, conducting any review, search or investigation of any publicfiles, records or dockets) todetermine the existence or absence of the facts that arematerial to our opinions, and no inference as to our knowledge concerning such facts should be drawnfrom our reliance on the representations of theCompanyand others inconnection with the preparation and delivery of this letter.
In particular, we haveexamined and relied upon:
(1) theAgreement;
(2) the Pooling and ServicingAgreement; and
(3) theCompany’s prospectus dated May 22, 2019 (the“Prospectus”) relating to the Offered Certificates.
Items (1), (2) and (3) above arereferredtoin this letter as the “TransactionDocuments”.
We have alsoassumed(x) thelegal capacity of all naturalpersons and (y) (except to the extent expressly opined on herein) thatall documents, agreementsandinstruments have been duly authorized, executed and deliveredbyall parties thereto, that all such parties are validly existing and in good standing under the laws of theirrespective jurisdictions of organization, that all such parties had the power and legalrighttoexecute and deliver all such documents, agreements andinstruments,and that suchdocuments, agreements andinstrumentsconstitutethe legal, valid and binding obligations of such parties, enforceableagainst such parties in accordance with theirrespective terms. As usedherein, “to our knowledge”, “known to us”or words ofsimilar import mean theactual knowledge, without independent investigation, of any lawyer in our firm actively involved in representing theCompany with respect tothetransactionscontemplated by theAgreement.
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We express no opinion concerningthe laws of anyjurisdiction other than the lawsof the State ofNew York and, to the extent expressly referred to in thisletter, thefederal laws of the UnitedStates ofAmerica.
Based upon and subject to theforegoing, we are of the opinion that:
1. When the Offered Certificates have been duly executed,authenticated and delivered by theCertificate Administrator in themanner contemplated in the Pooling and ServicingAgreement and paidfor by and sold to theUnderwriters pursuant to theAgreement, theOffered Certificates will bevalidly issued and outstanding, fully paid and non-assessable and entitled to the benefits provided by thePooling and ServicingAgreement.
2. The descriptions of federalincome tax consequences appearingunder the heading “MATERIAL FEDERAL INCOMETAX CONSIDERATIONS” in the Prospectus accuratelydescribe thematerial federal income tax consequences to holdersof the Offered Certificates, under existing law and subject to thequalifications andassumptions stated therein. We also hereby confirm and adoptthe opinions expressly set forth under suchheadings, under existing law and subject to thequalifications and assumptions stated therein.
We hereby consent tothe filing of this letter as an exhibit tothe Company’s RegistrationStatement on Form SF-3 (FileNo.333-228375), as declared effective onDecember 20, 2018 (the “RegistrationStatement”)as it relates to theOffered Certificates, and to the reference to Cadwalader,Wickersham & Taft LLP and the discussion of our opinions setforth in thisletter under theheadings “LEGAL MATTERS” and “MATERIALFEDERAL INCOME TAX CONSIDERATIONS” in theProspectus. This consent is not to be construed asan admission thatwe are a personwhose consent is required to befiled with theRegistration Statement under the provisions of the Securities Act of 1933,as amended.
In addition, we disclaim anyobligation to update this letter or communicate with or advise you as to any changesin fact or law, or otherwise.
Very truly yours,
/s/ Cadwalader,Wickersham & Taft LLP
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