HUNTON & WILLIAMS LLP
                                                 BANK OF AMERICA PLAZA
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                                                 101 SOUTH TRYON STREET
                                                 CHARLOTTE, NORTH CAROLINA 28280

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                                                 FAX     704 o 378 o 4890




September 28, 2006

                                                 FILE NO: 53570.000206



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


         Re:     Banc of America Funding 2006-5 Trust
                 Mortgage Pass-Through Certificates, Series 2006-5


Ladies and Gentlemen:

We have acted as special counsel to Banc of America Funding Corporation (the
"Company") in connection with the proposed sale by the Company and purchase by
Banc of America Securities LLC, as underwriter (the "Underwriter"), of Banc of
America Funding 2006-5 Trust, Mortgage Pass-Through Certificates, Series 2006-5,
Class 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10,
1-A-11, 1-A-12, 1-A-13, 1-A-14, 2-A-R, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6,
2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-A-12, 2-A-13, 3-A-1, 3-A-2, 3-A-3, 3-A-4,
4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6, 4-A-7, 4-A-8, 30-IO, 30-PO, B-1, B-2
and B-3 Certificates (collectively the "Certificates"), pursuant to the terms of
the Underwriting Agreement, dated September 27, 2006 (the "Underwriting
Agreement"), between the Company and the Underwriter. The Certificates are being
issued pursuant to a Pooling and Servicing Agreement, dated September 28, 2006
(the "Pooling and Servicing Agreement"), among the Company, CitiMortgage, Inc.,
as master servicer (the "Master Servicer"), Wells Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"), and U.S. Bank
National Association, as trustee (the "Trustee").

In rendering the opinions set forth below, we have examined and relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Transaction Documents (as defined below) and such
certificates, corporate and public records, agreements and instruments and other
documents, including, among other things, the documents delivered on the date
hereof, as we have deemed appropriate as a basis for the opinions expressed
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, the conformity of the text
of each document filed with the Securities and Exchange Commission (the
"Commission") through the








Banc of America Funding Corporation
September 28, 2006
Page 2


Commission's Electronic Data Gathering, Analysis and Retrieval System to the
printed document reviewed by us, and the accuracy of the matters set forth in
the documents, agreements and instruments we reviewed. As to matters of fact
relevant to the opinions expressed herein, we have relied upon, and assumed the
accuracy of, the representations and warranties contained in the Underwriting
Agreement and the Pooling and Servicing Agreement and we have relied upon
certificates and oral or written statements and other information obtained from
the Company, the other parties to the transaction referenced herein, and public
officials. Except as expressly set forth herein, we have not undertaken any
independent investigation (including, without limitation, conducting any review,
search or investigation of any public files, records or dockets) to determine
the existence or absence of the facts that are material to our opinions, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the Company in connection with the
preparation and delivery of this letter.

In particular, we have examined and relied upon: (i) the Prospectus, dated
September 27, 2006 (the "Prospectus") and the Prospectus Supplement, dated
September 27, 2006 (the "Prospectus Supplement"), relating to the offering of
the Certificates, (ii) the Pooling and Servicing Agreement and (iii) the
Mortgage Loan Purchase Agreement, dated September 28, 2006, between the Company
and Bank of America, National Association.

Items (ii) and (iii) above are referred to in this letter as the "Transaction
Documents."

We have also assumed that all documents, agreements and instruments have been
duly authorized, executed and delivered by all parties thereto, that all such
parties are validly existing and in good standing under the laws of their
respective jurisdictions of organization, that all such parties had the power
and legal right to execute and deliver all such documents, agreements and
instruments, and (other than with respect to the Company) that such documents,
agreements and instruments are legal, valid and binding obligations of such
parties, enforceable against such parties in accordance with their respective
terms. As used herein, "to our knowledge," "known to us" or words of similar
import mean the actual knowledge, without independent investigation, of any
lawyer in our firm actively involved in the transactions contemplated by the
Underwriting Agreement.

We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York and, to the extent expressly referred to in this
letter, the federal laws of the United States of America.













Banc of America Funding Corporation
September 28, 2006
Page 3


Based upon and subject to the foregoing, we are of the opinion that:

     1. The Certificates have been duly authorized by the Company, and when the
Certificates have been duly executed and authenticated by the Securities
Administrator and paid for and sold to the Underwriter as contemplated in the
Prospectus and Prospectus Supplement, the Certificates will be validly issued
and entitled to the benefits of the Pooling and Servicing Agreement; and

     2. The descriptions of federal income tax consequences appearing under the
heading "Federal Income Tax Consequences" in the Prospectus and in the
Prospectus Supplement accurately describe the material federal income tax
consequences to holders of the Certificates, under existing law and subject to
the qualifications and assumptions stated therein. We also hereby confirm and
adopt the opinions expressly set forth under such headings, under existing law
and subject to the qualifications and assumptions stated in such opinions.

We hereby consent to the filing of this letter as an exhibit to the Company's
Registration Statement on Form S-3 (File No. 333-130536) (the "Registration
Statement"), as it relates to the Certificates and to the reference to this firm
under the headings "Legal Matters" and "Federal Income Tax Consequences" in the
Prospectus and the Prospectus Supplement. This consent is not to be construed as
an admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.

No opinion has been sought and none has been given concerning the tax treatment
of the issuance and sale of the Certificates under the laws of any state. In
addition, we disclaim any obligation to update this letter for changes in fact
or law, or otherwise.


Very truly yours,

/s/ Hunton & Williams LLP