Exhibit 5.1
[LETTERHEAD OF MCGUIREWOODS LLP]
March 17, 2011
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
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Public Offering of Bank of America Corporation Medium-Term Notes, Series L |
Ladies and Gentlemen:
We have acted as counsel to Bank of America Corporation, a Delaware corporation (the
“Corporation”), in connection with (i) the Registration Statement on Form S-3 (File No. 333-158663)
(the “Registration Statement”), filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the Prospectus
dated April 20, 2009 constituting a part thereof, as supplemented by the Prospectus Supplement
dated April 21, 2009 (as so supplemented, the “Prospectus”), relating to the issuance and sale from
time to time by the Corporation of its Senior Medium-Term Notes, Series L, and its Subordinated
Medium-Term Notes, Series L (collectively referred to herein as the “Medium-Term Notes”). The
Medium-Term Notes are to be issued, separately or together, in one or more series and are to be
sold from time to time as set forth in the Prospectus and any amendments or supplements thereto.
The
Medium-Term Notes are to be issued under the terms of (a) the Senior Indenture dated January
1, 1995 between the Corporation (successor to NationsBank Corporation) and The Bank of New York
Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A., the successor
trustee to The Bank of New York) as trustee, as supplemented by a First Supplemental Indenture
dated as of September 18, 1998, a Second Supplemental Indenture dated as of May 7, 2001, a Third
Supplemental Indenture dated as of July 28, 2004, a Fourth Supplemental Indenture dated as of April
28, 2006, a Fifth Supplemental Indenture dated as of December 1, 2008 and a Sixth Supplemental
Indenture dated as of February 23, 2011 (as so supplemented, the “Senior Indenture”) or (b) the
Subordinated Indenture dated January 1, 1995 between the Corporation (successor to NationsBank
Corporation) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A., the successor trustee to The Bank of New York) as trustee, as supplemented by
a First Supplemental Indenture dated as of August 28, 1998, a Second Supplemental Indenture dated
as of January 25, 2007 and a Third Supplemental Indenture dated as of February 23, 2011 (as so
supplemented, the “Subordinated Indenture” and, together with the Senior Indenture, the
“Indentures”). On April 20, 2009, a committee duly appointed by the Corporation’s Board of
Directors approved the issuance and sale of Medium-Term Notes by the Corporation on or after such
date in an aggregate principal amount of up to $30,000,000,000, subject to increase from time to
time. On September 14, 2010, a committee duly appointed by the Corporation’s Board of Directors
approved the issuance and sale of Medium-Term Notes by the Corporation on or
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after such date in an aggregate principal amount of up to $35,000,000,000, subject to increase
from time to time.
As
such counsel to the Corporation, we have examined and are familiar
with such originals,
photocopies or certified copies of such records of the Corporation and its subsidiaries,
certificates of officers of the Corporation and its subsidiaries and
of public officials, and such
other documents as we have deemed relevant or necessary as the basis for the opinions set forth
below. In such examinations, we have assumed the legal capacity of natural persons, the
genuineness of all signatures on, and the authenticity of, all documents submitted to us as
originals and the conformity to original documents of all documents submitted to us as photocopies
thereof and the authenticity of the originals of such copies. We have also relied upon statements
of fact contained in documents that we have examined in connection with our representation of the
Corporation.
Based solely upon the foregoing, and in reliance thereon, and subject to the limitations,
qualifications and exceptions set forth below, we are of the opinion that the Medium-Term Notes
have been duly authorized and, when the terms of the Medium-Term Notes have been established and
when the Medium-Term Notes have been completed, executed, authenticated and delivered in accordance
with (i) the provisions of the Senior Indenture or the Subordinated Indenture, as applicable, (ii)
Board Resolutions (as defined in the respective Indentures) relating to the Medium-Term Notes and
(iii) the Distribution Agreement dated April 10, 2008 among the Corporation and the Selling Agents
named therein, as amended or supplemented from time to time, against payment of the consideration
therefor, will constitute legal, valid and binding obligations of the Corporation up to
$35,000,000,000 in aggregate principal amount of Medium-Term Notes authorized by the Corporation to
be issued and sold on or after September 14, 2010, subject to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the
rights of creditors now or hereafter in effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and further subject to 12 U.S.C. § 1818(b)(6)(D) (or any
successor statute) and any bank regulatory powers now or hereafter in effect and to the application
of principles of public policy.
We hereby consent to be named in the Registration Statement as attorneys who passed upon the
legality of the Medium-Term Notes and to the filing of a copy of this opinion as part of the
Corporation’s Current Report on Form 8-K to be filed for the purpose of including this opinion as
part of the Registration Statement.
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Very truly yours,
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/s/ MCGUIREWOODS LLP
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