Exhibit 8(b)
[Wachtell, Lipton, Rosen & Katz Letterhead]
May 27,
2008
Countrywide Financial Corporation
450 Park Granada
Calabasas, California 91301
Ladies and Gentlemen:
We have acted as special counsel for Countrywide Financial Corporation, a Delaware corporation
(Countrywide), in connection with the proposed merger (the Merger) of
Countrywide with and into Red Oak Merger Corporation, a Delaware corporation (Merger
Sub), that is, and at the Effective Time will be, a direct wholly owned subsidiary of Bank of
America Corporation, a Delaware corporation (BAC), pursuant to the Agreement and Plan of
Merger dated as of January 11, 2008, by and among BAC, Merger Sub and Countrywide (the
Agreement). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. At your request, and in connection with the mailing of the
registration statement on Form S-4 (as amended or supplemented through the date hereof, the
Registration Statement) of BAC, including the Proxy Statement of Countrywide forming a
part thereof, we are rendering our opinion concerning certain United States federal income tax
matters.
In providing our opinion, we have examined the Agreement, the Registration Statement, the
Proxy Statement contained therein (as amended or supplemented through the date hereof), and such
other documents as we have deemed necessary or appropriate for purposes of our opinion. In
addition, we have assumed that (i) the transaction will be consummated in accordance with the
provisions of the Agreement and as described in the Registration
Statement (and no transaction or condition described therein and affecting this opinion will be waived
by any party),
(ii) the statements concerning the transaction and the parties thereto set forth in
the Agreement are true, complete and correct, and the Registration Statement is true, complete and
correct, (iii) the statements and representations made by BAC and Countrywide in their respective
officers certificates dated as of the date hereof and delivered to us for purposes of this opinion
(the Officers Certificates) are true, complete and correct as of the date hereof and
will remain true, complete and correct at all times up to and including the Effective Time, (iv)
any statements and representations made in the Officers Certificates to the knowledge of any
person or similarly qualified are and will be true, complete and correct without such
qualification, and (v) BAC,
Merger Sub and Countrywide and their respective subsidiaries will treat the Merger for United
States federal income tax purposes in a manner consistent with the opinion set forth below. If any
of the above described assumptions are untrue for any reason or if the transaction is consummated
in a manner that is different from the manner described in the Agreement or the Registration
Statement, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, we are of the opinion that, under currently
applicable United States federal income tax law, the Merger will be treated as a reorganization
within the meaning of Section 368(a) of the Code.
We express no opinion on any issue relating to the tax consequences of the transactions
contemplated by the Registration Statement other than the opinion set forth above. Our opinion is
based on current provisions of the Code, Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law, any of which may be changed at any
time with retroactive effect. Any change in applicable laws or the facts and circumstances
surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of our opinion as set
forth herein. We assume no responsibility to inform Countrywide of any such change or inaccuracy
that may occur or come to our attention.
We are furnishing this opinion solely to you in connection with the filing of the Registration
Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
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Very truly yours,
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/s/ Wachtell, Lipton, Rosen & Katz |
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