Exhibit 5
[Letterhead of Cadwalader, Wickersham & Taft LLP]
April 27, 2006
Banc of America Mortgage Securities, Inc.
214 North Tryon Street
Charlotte, North Carolina 28255
Re: Banc of America Alternative Loan Trust 2006-4, Mortgage Pass-Through
Certificates, Series 2006-4, Senior, Class B-1, Class B-2 and Class B-3
Certificates
Ladies and Gentlemen:
We have acted as special counsel to Banc of America Mortgage Securities,
Inc. (the "Company") in connection with the proposed sale by the Company and
purchase by Banc of America Securities LLC, as underwriter (the "Underwriter"),
of Banc of America Alternative Loan Trust 2006-4, Mortgage Pass-Through
Certificates, Series 2006-4, Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4,
Class 1-A-5, Class 1-A-6, Class 1-A-R, Class 1-IO, Class 1-PO, Class 2-A-1,
Class 15-IO, Class 15-PO, Class 3-CB-1, Class 3-CB-2, Class 3-CB-3, Class
3-CB-4, Class 3-CB-5, Class 3-CB-6, Class 4-CB-1, Class 5-CB-1, Class CB-IO,
Class CB-PO, Class B-1, Class B-2 and Class B-3 (the "Certificates"), pursuant
to the terms of the underwriting agreement, dated April 25, 2006 (the
"Underwriting Agreement"), among the Company, Bank of America, National
Association and the Underwriter. The Certificates are being issued pursuant to a
Pooling and Servicing Agreement, dated April 27, 2006 (the "Pooling and
Servicing Agreement"), among the Company, Bank of America, National Association,
as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). Capitalized terms used herein but not defined herein have the
respective meanings given them in the Underwriting Agreement.
In rendering the opinions set forth below, we have examined and relied
upon the originals, copies or specimens, certified or otherwise identified to
our satisfaction, of the Transaction Documents (as defined below) and such
certificates, corporate and public records, agreements and instruments and other
documents, including, among other things, the documents delivered on the date
hereof, as we have deemed appropriate as a basis for the opinions expressed
below. In 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 authenticity of the originals of such 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 (the
"Commission") through the Commission's Electronic Data Gathering, Analysis and
Retrieval System to the printed document reviewed by us, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to matters of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy of, the representations and warranties contained
in the Underwriting Agreement and the Pooling and Servicing Agreement and we
have relied upon certificates and oral or written statements and other
information obtained from the Company, the other parties to the transaction
referenced herein, and public officials. Except as expressly set forth herein,
we have not undertaken any independent investigation (including, without
limitation, conducting any review, search or investigation of any public files,
records or dockets) to determine the existence or absence of the facts that are
material to our opinions, and no inference as to our knowledge concerning such
facts should be drawn from our reliance on the representations of the Company in
connection with the preparation and delivery of this letter.
In particular, we have examined and relied upon: (i) the Prospectus, dated
April 25, 2006 (the "Prospectus") and the Prospectus Supplement, dated April 25,
2006 (the "Prospectus Supplement"), relating to the offering of the Certificates
and (ii) the Pooling and Servicing Agreement.
Items (i) and (ii) above are referred to in this letter as the
"Transaction Documents."
We have also assumed that all documents, agreements and instruments have
been duly authorized, executed and delivered by all parties thereto, that all
such parties are validly existing and in good standing under the laws of their
respective jurisdictions of organization, that all such parties had the power
and legal right to execute and deliver all such documents, agreements and
instruments, and (other than with respect to the Company) that such documents,
agreements and instruments are legal, valid and binding obligations of such
parties, enforceable against such parties in accordance with their respective
terms. As used herein, "to our knowledge," "known to us" or words of similar
import mean the actual knowledge, without independent investigation, of any
lawyer in our firm actively involved in the transactions contemplated by the
Underwriting Agreement.
We express no opinion concerning the laws of any jurisdiction other than
the laws of the State of New York and, to the extent expressly referred to in
this letter, the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Certificates have been duly authorized by the Company, and
when the Certificates have been duly executed and authenticated by the
Trustee and paid for and sold to the Underwriter as contemplated in the
Prospectus and Prospectus Supplement, the Certificates will be legally
issued, fully paid and non-assessable; and
2. The descriptions of federal income tax consequences appearing
under the heading "Federal Income Tax Consequences" in the Prospectus and
in the Prospectus Supplement accurately describe the material federal
income tax consequences to holders of the Certificates, under existing law
and subject to the qualifications and assumptions stated therein. We also
hereby confirm and adopt the opinions expressly set forth under such
headings, under existing law and subject to the qualifications and
assumptions stated therein.
We hereby consent to the filing of this letter as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 333-132249) (the
"Registration Statement") filed on March 7, 2006 and declared effective on March
14, 2006, as it relates to the Certificates and to the reference to this firm
under the headings "Legal Matters" and "Federal Income Tax Consequences" in the
Prospectus and the Prospectus Supplement. This consent is not to be construed as
an admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Certificates under the laws of any
state. In addition, we disclaim any obligation to update this letter for changes
in fact or law, or otherwise.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP
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