Exhibit 5(a)
[LETTERHEAD OF MCGUIREWOODS LLP]
March 5,
2024
Bank of America Corporation
Bank of America Corporate
Center
100 North Tryon Street
Charlotte, North Carolina
28255
| |
Re: |
Registration Statement on Form S-8 |
35,300,000 Shares of Common Stock of Bank of America Corporation Pursuant to
the Bank of America Corporation Equity Plan (Original Effective Date: January 1, 2003; Amended and Restated Effective Date:
April 25, 2023)
Ladies and Gentlemen:
We have acted as special counsel to Bank of America Corporation, a Delaware corporation (the “Corporation”), in connection with the
preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission by the Corporation
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 35,300,000 shares (the “Shares”) of the Corporation’s common stock, par value $0.01 per share (the “Common
Stock”), which may be issued pursuant to the Bank of America Corporation Equity Plan (Original Effective Date: January 1, 2003; Amended and Restated Effective Date: April 25, 2023) (the “Plan”), which was previously named
the Bank of America Corporation Key Employee Equity Plan and prior thereto the Bank of America Corporation 2003 Key Associate Stock Plan.
In rendering the opinion set forth below, we have examined such corporate records and other documents, including the Registration Statement,
the Corporation’s Restated Certificate of Incorporation, as amended, the Corporation’s Amended and Restated Bylaws and a copy of the Plan in the form included as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed on April 28, 2023, certificates of officers of the Corporation and of public officials, and other documents and records, as we have considered relevant and necessary as a basis for this opinion. In
our examination, we have assumed, without independent investigation, the legal capacity and competency of all 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 copies, and the authenticity of the originals of such copies, and, to the extent we have received and relied upon certificates of the Corporation or authorized representatives
thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with respect to factual matters. We have also assumed that there are no agreements or understandings between or
among the Corporation and any participants in the Plan that would expand, modify or otherwise affect the terms or the respective rights or obligations of the participants thereunder, and that the Plan is and will be administered in accordance with
its terms.
Based solely on the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly authorized
and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and
non-assessable.
In rendering this opinion, we are not expressing an opinion as to any matters
governed by the laws of any jurisdiction other than the Delaware General Corporation Law (including statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), and we
assume no responsibility as to the applicability of the laws of any other jurisdiction to the Shares or to the effects of such laws thereon.