EXHIBIT 8
TAX MATTERS OPINION
[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]
May 22, 2002
To the Persons Named on
Schedule 1 Hereto
Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-PB2
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 5 of that
certain Certificate Purchase Agreement, dated as of May 9, 2002 ("Certificate
Purchase Agreement"), by and between Banc of America Commercial Mortgage Inc.
("BACM"), Banc of America Securities LLC ("Banc of America") and Merrill Lynch,
Pierce, Fenner and Smith Incorporated ("Merrill Lynch") as initial purchasers
(each of Banc of America and Merrill Lynch an "Initial Purchaser" and
collectively the "Initial Purchasers") and pursuant to Section 6 of that certain
Underwriting Agreement, dated as of May 9, 2002 (the "Underwriting Agreement")
among BACM, Banc of America, Merrill Lynch and J.P. Morgan Securities Inc.
("JPMorgan") as underwriters (each of Banc of America, Merrill Lynch and
JPMorgan an "Underwriter" and collectively the "Underwriters"). We have acted as
special counsel to BACM, the Underwriters and the Initial Purchasers in
connection with (i) the issuance of BACM's Commercial Mortgage Pass-Through
Certificates, Series 2002-PB2 (the "Certificates"), consisting of twenty-five
classes: the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates, the Class XC Certificates, the Class
XP 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, 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 R-I Certificates, the Class R-II Certificates, the Class
Z-I Certificates and the Class Z-II 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-4 Certificates, Class B, Class C, Class D,
Class E and Class F Certificates (collectively, the "Publicly Offered
Certificates"); and (iii) the sale by BACM to the Initial Purchasers of the
Class XC, Class XP, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates (collectively, the "Privately Offered
Certificates").
The Certificates are being issued pursuant to that certain Pooling
and Servicing Agreement, dated as of May 1, 2002 (the "Pooling and Servicing
Agreement"), BACM, as depositor, Bank of America N.A., as master servicer,
Lennar Partners, Inc., Wells Fargo Bank Minnesota, N.A., as trustee and as 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 opinion 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, the Prospectus
Supplement and Prospectus, each dated May 9, 2002 relating to Publicly Offered
Certificates, the Private Placement Memorandum dated May 9, 2002 relating to the
Privately Offered Certificates, 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 necessary 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, 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 EDGAR System to the printed document review 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 any facts material to such opinion
that were not known to us, we have relied upon statements, certificates and
representations of officers and other representatives of BACM, the Trustee, the
REMIC Administrator, the Initial Purchasers, the Underwriters and of public
officials.
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 compliance with all relevant provisions of the Pooling and Servicing
Agreement as in effect on the Closing Date, (a) REMIC I and REMIC II 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, Class A-2 Certificates, Class A-3 Certificates, the Class A-4
Certificates, Class XC Certificates, Class XP Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates, Class O Certificates, Class P Certificates and Class Q
Certificates will constitute "regular interests" in REMIC II and the Class R-II
Certificates will constitute the sole class of "residual interest" in REMIC II
within the meaning of the Code; (c) the REMIC I Regular Interests LA-1, LA-2,
LA-3-1, LA-3-2, LA-3-3, LA-4-1, LA-4-2, LB, LC, LD, LE, LF, LG, LH-1, LH-2,
LJ-1, LJ-2, LK-1, LK-2, LL, LM, LN, LO, LP and LQ will constitute "regular
interests" in REMIC I and the Class R-I Certificates will constitute the sole
class of "residual interests" in REMIC I within the meaning of the Code; (d) the
portion of the Trust Fund consisting of the Excess Interest, Excess Interest
Distribution Account and any proceeds thereof will be treated for federal income
tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the
Code; and (e) the Class Z-I Certificates and the Class Z-II Certificates will
represent an undivided beneficial interest in the Excess Interest and the Excess
Interest Distribution Account. We are furnishing this letter to you solely for
your benefit in connection with the transactions referred to herein. This letter
is not to be relied upon, used, circulated, quoted or otherwise referred to by
any other person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
SCHEDULE 1
Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Commercial Mortgage Inc.
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Bank of America, N.A.
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
J.P. Morgan Securities Inc.
270 Park Avenue, 10th Floor
New York, New York 10017
Merrill Lynch, Pierce, Fenner & Smith Inc.
100 Church Street, 18th Floor
New York, New York 10080
Standard and Poor's Ratings Services,
a Division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Moody's Investor Services, Inc.
99 Church Street
New York, New York 10007
Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045