Exhibit 5(a)
[Bank of America Letterhead]
September
19, 2005
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
I and other members of my staff have acted as counsel to Bank of America Corporation, a
Delaware corporation (the “Company”), in connection with the registration statement on Form S-4, as
amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration
of shares of the Company’s common stock, par value $0.01 per share (the “Securities”), that may be
issued in connection with the merger of MBNA Corporation, a Maryland corporation (“MBNA”), with and
into the Company (the “Merger”), as described in the Registration Statement.
In rendering this opinion, I have examined such corporate records and other documents, and I
have reviewed such matters of law, as I have deemed necessary or appropriate. Based on the
foregoing, I am of the opinion that all necessary corporate action on the part of the Company has
been taken to authorize the issuance of the Securities in connection with the Merger, and when the
Registration Statement has been declared effective by order of the Commission and the Securities
have been issued in accordance with the terms and conditions set forth in the Agreement and Plan of
Merger, dated as of June 30, 2005, between the Company and MBNA, the Securities will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal law of the United States of America and the
General Corporation Law of the State of Delaware.
Bank of America Corporation, p. 2
This opinion letter is not to be relied on by or furnished to any other person or used,
circulated, quoted or otherwise referred to for any other purpose, except as set forth below. I
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and
to the reference to myself and this opinion under the heading “Legal Matters” in the Registration
Statement and the related prospectus included in the Registration Statement. In giving such
consent, I do not thereby admit that I am an “expert” within the meaning of the Act or the rules
and regulations of the Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit. I assume no obligation to advise you or any other person, or to
make any investigations, as to any legal developments or factual matters arising subsequent to the
date hereof that might affect the opinions expressed herein.
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Very truly yours, |
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By |
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/s/ Timothy J. Mayopoulos |
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Timothy J. Mayopoulos
Executive Vice President and General Counsel
Bank of America Corporation |