EXHIBIT 8
TAX MATTERS OPINION
[FIRM LETTERHEAD]
September 9, 2002
To the Persons Named on
Schedule 1 Hereto
Re: Banc of America Commercial Mortgage Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-2
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Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 3 of that
certain Private Placement Agency Agreement dated as of August 26, 2002 ("Private
Placement Agency Agreement"), by and between Banc of America Commercial Mortgage
Inc. ("BACM") and Banc of America Securities LLC ("BAS", and in such capacity,
the "Placement Agent"), and pursuant to Section 6 of that certain Underwriting
Agreement dated August 26, 2002 (the "Underwriting Agreement"), by and among
BACM, BAS, Deutsche Bank Securities Inc. ("Deutsche Bank"), Goldman, Sachs & Co.
("Goldman Sachs"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley", and together
with BAS, Deutsche Bank, Goldman Sachs and Merrill Lynch, the "Underwriters").
We have acted as special counsel to BACM, the Underwriters and the Placement
Agent in connection with (i) the issuance of BACM's Commercial Mortgage
Pass-Through Certificates, Series 2002-2 (the "Certificates"), consisting of
twenty-nine classes: the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-3 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,
the Class L Certificates, the Class M Certificates, the Class N Certificates,
the Class O Certificates, the Class P Certificates, the Class V-1 Certificates,
the Class V-2 Certificates, the Class V-3 Certificates, the Class CM-A
Certificates, the Class CM-B Certificates, the Class CM-C Certificates, the
Class CM-D Certificates, the Class CM-E Certificates, the Class R-I Certificates
and the Class R-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 B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates and the Class F Certificates
(collectively, the "Publicly Offered Certificates"); (iii) the offering by BACM
through the Placement Agent of the Class XC Certificates, the Class XP
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 V-1 Certificates, the Class V-2 Certificates and the
Class V-3 Certificates (collectively, the "Privately Offered Certificates"); and
(iv) the offering by BACM through the Placement Agent of the Class CM-A
Certificates, the Class CM-B Certificates, the Class CM-C Certificates, the
Class CM-D Certificates and the Class CM-E Certificates (collectively, the
"Large Loan Privately Offered Certificates").
The Certificates are being issued pursuant to that certain Pooling
and Servicing Agreement, dated as of September 1, 2002 (the "Pooling and
Servicing Agreement"), by and among BACM, as depositor, Bank of America, N.A.,
as master servicer, ARCap Special Servicing, Inc., as special servicer, LaSalle
Bank National Association, as trustee and REMIC administrator, and ABN AMRO Bank
N.V., as fiscal agent. 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 August 26, 2002, relating to Publicly
Offered Certificates, the Private Placement Memorandum dated August 26, 2002,
relating to the Privately Offered Certificates, the Large Loan Private Placement
Memorandum dated August 26, 2002, relating to the Large Loan 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, 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 Placement Agent and 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, REMIC II and the CML
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, Class A-2 Certificates, Class A-3
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 and Class O Certificates and the Class P Certificates
(other than the beneficial interest thereof in the Excess Interest and the
Excess Interest Distribution Account) 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-2-1, LA-2-2, LA-2-3, LA-2-4, LA-3-1, LA-3-2, LA-3-3,
LA-3-4, LB, LC, LD, LE, LF, LG-1, LG-2, LH-1, LH-2, LJ-1, LJ-2, LK-1, LK-2,
LK-3, LL, LM, LN, LO and LP will constitute "regular interests" in REMIC I, and
the Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I within the meaning of the Code; (d) the CML-1 Loan REMIC Senior
Regular Interest, CML-2 Loan REMIC Senior Regular Interest, CML-3 Loan REMIC
Senior Regular Interest, the CM Component Mortgage Loan REMIC Senior Regular
Interest, the Class V-1 Certificate, the Class V-2 Certificates, the Class V-3
Certificates, the Class CM-A Certificates, the Class CM-B Certificates, the
Class CM-C Certificates, the Class CM-D Certificates and the Class CM-E
Certificates will constitute "regular interests" in the CML Loan REMIC, and the
CML Loan REMIC Residual Interest, which will be represented by the Class R-I
Certificates, will constitute the sole class of "residual interests" in the CML
Loan REMIC within the meaning of the Code; (e) 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 (f) the Class P
Certificates also 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
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, New York 10019
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, 12th Floor
New York, New York 10080
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Standard and Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Fitch Ratings
One State Street Plaza
New York, New York 10004
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603