Exhibit 5(a)
May 28, 2008
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 Companys common stock, par value $0.05 per share (the Securities), that may be
issued in connection with the merger (the Merger) of Countrywide Financial Corporation, a
Delaware corporation (Countrywide) with and into Red Oak Merger Corporation, a Delaware
corporation (Merger Sub), 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 January 11, 2008, among the Company, Countrywide and Merger Sub, 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.
This opinion letter is not to be 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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/s/
Timothy J. Mayopoulos |
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Timothy J. Mayopoulos
Executive Vice President and General Counsel
Bank of America Corporation |