Exhibit 8.1
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December 30, 2019
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
BofA Finance LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Ladies and Gentlemen:
As United States tax counsel to Bank of America Corporation (the “Guarantor”) and BofA Finance LLC (the “Issuer,” and, together with the Guarantor, the “Registrants”) in connection with the registration of Senior Debt Securities (the “Debt Securities”) and related guarantees of the Guarantor (the “Guarantees” and, together with the Debt Securities, the “Securities”) pursuant to a registration statement on formS-3 (File Nos.333-234425 and333-234425-01) (the “Registration Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2019, we hereby confirm to you that the discussion set forth under the heading “U.S. Federal Income Tax Considerations” in the prospectus forming a part of the Registration Statement (the “Prospectus”) is our opinion, subject to the qualifications and limitations set forth therein. We hereby also confirm to you that the discussion set forth under the heading “U.S. Federal Income Tax Considerations” in the prospectus supplement included in the Registration Statement (the “Prospectus Supplement”) and filed with the Commission pursuant to apre-effective amendment to the Registration Statement on December 30, 2019 relating to the Senior Medium-Term Notes, Series A, of the Issuer and related guarantees of the Guarantor is our opinion, subject to the qualifications and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “U.S. Federal Income Tax Considerations” in the Prospectus and “U.S. Federal Income Tax Considerations” in the Prospectus Supplement. If a prospectus supplement, product supplement or pricing supplement relating to the offer and sale of any Securities is prepared and filed by the Registrants with the Commission on a future date and such prospectus supplement, product supplement or pricing supplement contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Sidley Austin LLP
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.