Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K - EX-34 - EXHIBIT 34.5 ATTESTATION REPORT OF ERNST & YOUNG LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - March 29, 2013

Attached files

file filename
EX-31 - EXHIBIT 31.1 CERTIFICATION - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex31.htm
EX-33 - EXHIBIT 33.6 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex336wf_cust.htm
EX-35 - EXHIBIT 35.2 SERVICER COMPLIANCE STATEMENT OF BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex352bana_mserv.htm
EX-33 - EXHIBIT 33.2 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex332bana_mserv.htm
EX-34 - EXHIBIT 34.2 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex342bana_mserv.htm
EX-33 - EXHIBIT 33.4 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex334situs_tradv.htm
EX-35 - EXHIBIT 35.4 SERVICER COMPLIANCE STATEMENT OF SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex354situs_tradv.htm
EX-34 - EXHIBIT 34.4 ATTESTATION REPORT OF GRANT THORNTON LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex344situs_tradv.htm
EX-34 - EXHIBIT 34.1 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex341midland_pserv.htm
EX-33 - EXHIBIT 33.3 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex333midland_sserv.htm
EX-35 - EXHIBIT 35.6 SERVICER COMPLIANCE STATEMENT OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex356wf_cust.htm
EX-34 - EXHIBIT 34.3 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex343midland_sserv.htm
EX-35 - EXHIBIT 35.1 SERVICER COMPLIANCE STATEMENT OF MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex351midland_pserv.htm
EX-34 - EXHIBIT 34.7 ATTESTATION REPORT OF GRANT THORNTON LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO BERKADIA COMMERCIAL MORTGAGE LLC, AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex347berk_servpart.htm
EX-33 - EXHIBIT 33.7 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR BERKADIA COMMERCIAL MORTGAGE LLC, AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex337berk_servpart.htm
EX-35 - EXHIBIT 35.3 SERVICER COMPLIANCE STATEMENT OF MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex353midland_sserv.htm
EX-33 - EXHIBIT 33.5 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex335usb_certadmin.htm
EX-33 - EXHIBIT 33.1 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex331midland_pserv.htm
EX-35 - EXHIBIT 35.5 SERVICER COMPLIANCE STATEMENT OF U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex355usb_certadmin.htm
10-K - MSBAM 2012-C5 FORM 10-K 2012 - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5form10kmsbam2012c5.htm
EX-34 - EXHIBIT 34.6 ATTESTATION REPORT OF KPMG LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex346wf_cust.htm

We have examined management's assertion, including the accompanying Report on Assessment of
Compliance With Applicable Servicing Criteria, that U.S. Bank National Association (the "Company")
complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's
Regulation AB for the Corporate Trust Asset Backed Securities Platform (the "Platform"), for which the
Company provides trustee, securities administration, registrar or paying agent services, as of December 31, 2012
and for the period from January 1, 2012 through December 31, 2012, except for servicing criteria 1122
(d)(1)(iii), 1122 (d)(4)(i)-(ii), and 1122 (d)(4)(iv)-(xiv), which the Company has determined are not applicable
to the activities performed by them with respect to the servicing platform covered by this report.
Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is
to express an opinion on management's assertion about the Company's compliance with the servicing
criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American
Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board
(United States) and, accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing of less than all of the individual asset
backed transactions and securities that comprise the Platform, testing of less than all of the servicing
activities related to the Platform, and determining whether the Company processed those selected
transactions and performed those selected activities in compliance with the servicing criteria. Furthermore,
our procedures were limited to the selected transactions and servicing activities performed by the Company
during the period covered by this report. Our procedures were not designed to determine whether errors
may have occurred either prior to or subsequent to our tests that may have affected the balances or
amounts calculated or reported by the Company during the period covered by this report for the selected
transactions or any other transactions. Although the Company is responsible for assessing compliance with
Items 1122 (d)(1)(ii) and 1122 (d)(2)(iii) of Regulation AB, there were no servicing activities performed by the
Company during the period from January 1, 2012 through December 31, 2012, that required these servicing
criteria to be complied with. We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Company's compliance with the servicing
criteria.


In our opinion, management's assertion that the Company complied with the aforementioned servicing
criteria as of December 31, 2012, and for the period from January 1, 2012 through December 31, 2012, for
the Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.




/s/Ernst & Young LLP


Minneapolis, Minnesota
February 28, 2013