**UNITED STATES**

**                   SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K**

**(Mark**

**One)   X**

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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**For the fiscal year ended:  December 31, 2012**

**OR**

**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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**For the transition period from _________ to _________**

**Commission File Number of Issuing Entity:  333-167764-03**

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Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 

(Exact name of Issuing Entity as specified in its charter) 

Morgan Stanley Capital I Inc. 

(Exact name of Depositor as specified in its charter) 

         Bank of America, National Association 

          Morgan Stanley Mortgage Capital Holdings LLC 

(Exact name of Sponsor as specified in its charter) 

New York 

46-0681099 46-0700929 46-0709593 46-6179199 46-6181739 

(State or Other Jurisdiction of Incorporation of issuing entity)   

(I.R.S. Employer Identification No.) 

c/o Morgan Stanley Capital I Inc.  

1585 Broadway, New York, NY 

10036 

(Address of Principal Executive Offices of issuing entity) 

(Zip Code) 

(212) 762-6148 

(Telephone number, including area code, of issuing entity) 

Securities registered pursuant to Section 12(b) of the Act:  None Securities registered pursuant to Section 12(g) of the Act:  None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

 Yes   

 X  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   

 Yes   

X  No 

Note** ** Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   

                                                           X  Yes          No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   

X  Yes   

 No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K.   

                                                  Not applicable. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one): 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer  X 

Smaller reporting company 

(Do not check if a smaller reporting company) 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   

                                                               Yes        X  No 

State the aggregate market  value of the  voting and non-voting common equity held by nonaffiliates computed by referenceto the price at which the common equity was last sold, or the averagebid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.  

                                                Not applicable. 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  subsequent  to  the  distribution  of  securities  under  a  plan confirmed by a court.  

                                                Not applicable. 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 

                                                Not applicable. 

**DOCUMENTS INCORPORATED BY REFERENCE**

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (*e.g.*, Part I, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holder; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  

The listed documents should be clearly described for identification purposes (*e.g.*, annual report to security holders for the fiscal year ended December 24, 1980).  

4.1 Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Trust Advisor, U.S. Bank National association, as Trustee, Certificate Administrator, Certificate Registrar and Authenticating Agent, Wells Fargo Bank, National Association, as Custodian.  (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America, National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.  (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

**PART I**

Item 1.

Business 

Omitted 

Item 1A.

Risk Factors 

Omitted 

Item 1B.       Unresolved Staff Comments. 

None 

Item 2.

Properties 

Omitted 

Item 3.

Legal Proceedings 

Omitted 

Item 4.

Mine Safety Disclosures 

Omitted 

**PART II**

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

Omitted 

Item 6.

Selected Financial Data 

Omitted 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations 

Omitted 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk 

Omitted 

Item 8.

Financial Statements and Supplementary Data 

Omitted 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 

Omitted 

Item 9A.

Controls and Procedures 

Omitted 

Item 9B. 

Other Information. 

Omitted 

**PART III**

Item 10.

Directors, Executive Officers and Corporate Governance. 

Omitted 

Item 11.

Executive Compensation. 

Omitted 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

Omitted 

Item 13.

Certain Relationships and Related Transactions, and Director Independence 

Omitted 

Item 14.

Principal Accountant Fees and Services 

Omitted 

**PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K:**

**Item 1112(b) of Regulation AB.  Significant Obligors of Pool Assets - Financial Information.**

The mortgaged property securing the Legg Mason Tower loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB.  The most recent (unaudited) net operating income of the significant obligor for the 2012 fiscal year is $13,689,870.00. 

**Item 1114(b)(2) of Regulation AB.  Credit Enhancement and Other Support, Except for Certain Derivatives Instruments    Financial Information.**

No entity or group of affiliated entities provides any enhancement or other support for the certificates as described under Item 1114(a) of Regulation AB. 

**Item 1115(b) of Regulation AB.  Certain Derivatives Instruments - Financial Information.**

No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB. 

**Item 1117 of Regulation AB.  Legal Proceedings.**

The registrant knows of no pending legal proceeding (or legal proceeding contemplated by governmental authorities) against the sponsors, depositor, trustee, issuing entity, servicers, originators or other parties contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders as described under Item 1117 of Regulation AB. 

**Item 1119 of Regulation AB.  Affiliations and Certain Relationships and Related Transactions.**

The information regarding this Item has been disclosed in the Prospectus of the Issuing Entity filed in a 424(b)(5) filing dated July 27, 2012. 

**Item 1122 of Regulation AB.  Compliance with Applicable Servicing Criteria.**

See Exhibit 33 and Exhibit 34. 

**Item 1123 of Regulation AB.  Servicing Compliance Statement.**

See Exhibit 35 

**PART IV**

**Item 15.**

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**Exhibits and Financial Statement Schedules.**

(a)

Exhibits 

(4.1) Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Trust Advisor, U.S. Bank National Association, as Trustee, Certificate Administrator, Certificate Registrar and Authenticating Agent, Wells Fargo Bank, National Association, as Custodian. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

31. Rule 13a-14(d)/15d-14(d) Certification. 

33. Item 1122 Compliance with Applicable Servicing Criteria - Assessments 

33.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

33.2 Bank of America, National Association as Master Servicer 

33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

33.4 Situs Holdings, LLC as Trust Advisor 

33.5 U.S. Bank National Association as Certificate Administrator 

33.6 Wells Fargo Bank, National Association as Custodian 

33.7 Berkadia Commercial Mortgage LLC, as Servicing Function Participant 

34. Item 1122 Compliance with Applicable Servicing Criteria - Attestations 

34.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

34.2 Bank of America, National Association as Master Servicer 

34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

34.4 Situs Holdings, LLC as Trust Advisor 

34.5 U.S. Bank National Association as Certificate Administrator 

34.6 Wells Fargo Bank, National Association as Custodian 

34.7 Berkadia Commercial Mortgage LLC, as Servicing Function Participant 

35. Item 1123 Servicer Compliance Statement 

35.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

35.2 Bank of America, National Association as Master Servicer 

35.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

35.4 Situs Holdings, LLC as Trust Advisor 

35.5 U.S. Bank National Association as Certificate Administrator 

35.6 Wells Fargo Bank, National Association as Custodian 

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America, National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.  (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

 (b) 

See (a) above 

 (c) 

Not Applicable 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant 

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

Morgan Stanley Capital I Inc. (Depositor) 

By:    /s/  Steven Stern   

Name: Steven Stern Title: President (senior officer in charge of securitization of the depositor) 

Dated:  March 28, 2013 

EXHIBIT INDEX 

**Exhibit**

**Description**

(4.1) Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Trust Advisor, U.S. Bank National Association, as Trustee, Certificate Administrator, Certificate Registrar and Authenticating Agent, Wells Fargo Bank, National Association, as Custodian.  (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

31 

Rule 13a-14(d)/15d-14(d) Certification. 

33 

Item 1122 Compliance with Applicable Servicing Criteria - Assessments 

33.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

33.2 Bank of America, National Association as Master Servicer 

33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

33.4 Situs Holdings, LLC as Trust Advisor 

33.5 U.S. Bank National Association as Certificate Administrator 

33.6 Wells Fargo Bank, National Association as Custodian 

33.7 Berkadia Commercial Mortgage LLC, as Servicing Function Participant 

34 

Item 1122 Compliance with Applicable Servicing Criteria - Attestations 

34.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

34.2 Bank of America, National Association as Master Servicer 

34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

34.4 Situs Holdings, LLC as Trust Advisor 

34.5 U.S. Bank National Association as Certificate Administrator 

34.6 Wells Fargo Bank, National Association as Custodian  

34.7 Berkadia Commercial Mortgage LLC, as Servicing Function Participant 

**Exhibit**

**Description**

35 

Item 1123 Servicer Compliance Statement 

35.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer     

35.2 Bank of America, National Association as Master Servicer 

35.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer 

35.4 Situs Holdings, LLC as Trust Advisor 

35.5 U.S. Bank National Association as Certificate Administrator 

35.6 Wells Fargo Bank, National Association as Custodian  

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America, National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.  (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)