Exhibit 5.2

                 [Cadwalader, Wickersham & Taft LLP Letterhead]










                                 March 15, 2006




Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina  28255

Ladies and Gentlemen:

                  We have acted as your counsel in connection with the
registration statement (File No. 333-130536) filed with the Securities and
Exchange Commission (the "Commission") on December 20, 2005, as amended (the
"Registration Statement"), pursuant to the Securities Act of 1933, as amended
(the "Act"). The Registration Statement covers Mortgage Pass-Through
Certificates ("Certificates") to be sold by Banc of America Funding Corporation
(the "Company") in one or more series (each, a "Series") of Certificates. Each
Series of Certificates will be issued under a separate pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among the Company, a
trustee and, if applicable, a securities administrator, each to be identified in
the Prospectus Supplement for such Series of Certificates and one or more
servicers or a master servicer, each to be identified in the Prospectus
Supplement for such Series of Certificates. A form of Pooling and Servicing
Agreement is included as an exhibit to the Registration Statement. Capitalized
terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Registration Statement.

                  In rendering the opinion set forth below, we have examined and
relied upon the following: (i) the Registration Statement, the Prospectus and
the form of Prospectus Supplement constituting a part thereof, each
substantially in the form filed with the Commission, (ii) the form of the
Pooling and Servicing Agreement, substantially in the form as filed with the
Commission and (iii) such other documents, records and instruments as we have
deemed necessary for the purposes of this opinion.

                  Based upon and subject to the foregoing, we are of the opinion
that, when a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by the Company, a
Trustee and, if applicable, a Securities Administrator, and one or more
Servicers or a Master Servicer, and the Certificates of such Series have been
duly executed, authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be validly issued, fully paid and
non-assessable.


Banc of America Funding Corporation             -2-             March 15, 2006

                  We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus and the form of Prospectus Supplement
forming a part of the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required to be
filed with the Registration Statement under the provisions of the Act.

                                        Very truly yours,

                                        /s/ Cadwalader, Wickersham & Taft LLP