Opinion of Paul J. Polking, Esq

In connection with the proposed registration under the Securities Act of 1933, as amended, of 40,000,000 shares (the “Shares”) of the common stock of Bank of America Corporation (the “Common Stock”) to be issued pursuant to the terms of the Bank of America Corporation Key Employee Stock Plan (the “Plan”), members of my staff and I have examined such corporate records and other documents, including the Registration Statement on Form S-8 (the “Registration Statement”) and Prospectus relating to the Shares, and have reviewed such matters of law as we have deemed necessary or appropriate for this opinion. We have also examined three prior Bank of America Corporation Registration Statements on Form S-8 (Registration Nos. 33-60695, 333-58657 and 333-53664) relating to the issuance of up to 98,000,000 shares of common stock pursuant to the Plan. Based on such examination and review, it is my opinion that the Shares have been duly and validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.