Exhibit 8.1
New York Northern California Washington DC São Paulo London |
Paris Madrid Tokyo Beijing Hong Kong |
|||||||||
![]() |
||||||||||
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 |
212 450 4000 tel 212 701 5800 fax |
June 27, 2018
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255
Ladies and Gentlemen:
We have acted as tax counsel for Bank of America Corporation (the Company) in connection with the preparation and filing of a registration statement on Form S-3, File No. 333-224523 (the Registration Statement), including a form of prospectus dated June 27, 2018, for the purpose of registering under the Securities Act of 1933, as amended (the Securities Act), the issuance from time to time of the Companys Debt Securities, Warrants, Units, Purchase Contracts, Preferred Stock, Depositary Shares and Common Stock (collectively, the Securities and such prospectus, the Prospectus), and a form of prospectus dated June 27, 2018, for the purpose of registering under the Securities Act, the issuance from time to time of the Companys InterNotes® (the Notes and such prospectus, the InterNotes Prospectus, and together with the Prospectus, the Prospectuses).
The Prospectuses referenced above forms a part of, and this opinion is filed as an exhibit to, the Registration Statement. As tax counsel to the Company, we hereby confirm to you that the discussion set forth under the heading U.S. Federal Income Tax Considerations in the Prospectus and the discussion set forth under the heading Tax Consequences to U.S. Holders in the InterNotes Prospectus are each our opinion, subject to the qualifications and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading U.S. Federal Income Tax Considerations in the Prospectus and under the heading Tax Consequences to U.S. Holders in the InterNotes Prospectus. In addition, if a prospectus supplement or a pricing supplement relating to the offer and sale of any particular Security or Note is prepared and filed by the Company with the Securities and Exchange Commission on a future date and the prospectus supplement or pricing supplement, as applicable, contains our opinion and a reference to us, this consent shall apply to our opinion and the reference to us in substantially such form. The issuance of such consent does not concede that we are an Expert for the purposes of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP