**CERTIFICATION
      OF BANC OF AMERICA COMMERCIAL MORTGAGE INC.**


**AS
      DEPOSITOR**




Banc
      of
      America Commercial Mortgage Inc.,


Commercial
      Mortgage Pass-Through Certificates


Series
      2006-5 (the “Trust”)




I,
      Peter
      Cookson, certify that:




1.  I
      have
      reviewed this annual report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on Form
      10-K (the “Exchange Act Periodic Reports”), of the Trust formed pursuant to the
      Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
      of October 1, 2006, among Banc of America Commercial Mortgage Inc., as
      Depositor, Bank of America, National Association, as Master Servicer, Midland
      Loan Services, Inc. as Special Servicer, and LaSalle Bank National Association,
      as Trustee and REMIC Administrator;




2.  Based
      on
      my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by this annual report;




3.  Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act Periodic Reports;




4.  Based
      on
      my knowledge and the servicer compliance statements required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      Periodic Reports, the servicers have fulfilled their obligations under the
      Pooling and Servicing Agreement in all material respects; and




5.  All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.




In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Midland Loan Services, Inc., as Special
      Servicer, LaSalle Bank National Association, as Trustee and REMIC Administrator,
      Capstone Realty Advisors, LLC, as Sub-Servicer, Laureate Capital LLC, as
      Sub-Servicer, CBRE Melody of Texas, LP, as Sub-Servicer, Midland Loan Services,
      Inc., as Sub-Servicer, NorthMarq Capital, Inc., as Sub-Servicer, SunTrust Bank,
      as Sub-Servicer, Wachovia Bank, National Association, as Sub-Servicer, and
      Holliday Fenoglio Fowler, L.P., as Sub-Servicer.










Date:  3/26/07




/s/
      Peter Cookson


Name: Peter
      Cookson


Title:
       Senior Vice President