UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A
(Amendment No. 1)



(Mark
One)



|☒                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|                                                              |                                                                                             
|For the fiscal year ended December 31, 2018                  
|or                                                           
|                                                             
|☐                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
|                                                              |                                                                                             
|For the transition period from _____________ to _____________



333-167764-03
Commission File Number of issuing entity:



Morgan
Stanley Bank of America Merrill Lynch Trust 2012-C5

(Central
Index Key Number 0001552327)
(Exact name of issuing entity as specified in its charter)



Morgan
Stanley Capital I Inc.

(Central
Index Key Number 0001547361)
(Exact name of registrant as specified in its charter)



Morgan
Stanley Mortgage Capital Holdings LLC

(Central
Index Key Number 0001541557)



Bank
of America, National Association

(Central
Index Key Number 0001102113)
(Exact names of sponsors as specified in their charters)



46-068109946-070092946-070959346-617919946-6181739
(I.R.S. Employer Identification No.)



New
York
(State or other jurisdiction of incorporation or organization)



c/o
Morgan Stanley Capital I Inc.1585 Broadway, New York, NY
(Address of principal executive offices)



10036
(Zip Code)





(212)
761-4000
(Registrant’s 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  ☐  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  ☐  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. 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).



Not Applicable.



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 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, a smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|                                                                        |                             
|----------------------------------------------------------------------- | ----------------------------
|Large accelerated filer  ☐                                              | Accelerated filer  ☐        
|                                                                        |                             
|Non-accelerated filer  ☒  (Do not check if
a smaller reporting company) | Smaller reporting company  ☐



Emerging
growth company  ☐



If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Not Applicable.



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐  No  ☒



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price 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 holders; (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 fiscal year ended December 24, 1980).



Not Applicable.













EXPLANATORY NOTES



The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 29, 2019 (the “Original Form 10-K”),
is to (i) file a revised assessment of compliance with the servicing criteria for asset-backed securities with respect to Rialto Capital Advisors, LLC
(replacing the document previously filed as Exhibit 33.4 to the Original Form 10-K) and (ii) replace the attestation report of NDNB Assurance LLP
on Rialto Capital Advisors, LLC’s assessment of compliance with the servicing criteria for asset-backed securities with the attestation report
of Deloitte & Touche LLP, dated October 18, 2019, on Rialto Capital Advisors, LLC’s assessment of compliance with the servicing criteria for asset-backed securities
(replacing the document previously filed as Exhibit 34.4 to the Original Form 10-K). No other changes have been made to the Original Form 10-K.
This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K.



Except as set forth below, each of the parties to each pooling and
servicing agreement listed in the Exhibit Index both (1) participates in the servicing function for purposes of Item 1122 of Regulation
AB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of
Item 1123 of Regulation AB:



| | ● | The trustee under a pooling and servicing agreement
    has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing agreement. The trustee’s
    only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and
    servicing agreement fails to do so, while all other servicing functions are performed by other parties. The trustee under
    each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made
    any such contingent advances during the reporting period, and consequently, each such trustee does not participate in the
    servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes
    of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.                                                                                                                                                                                                                                                                                                                                
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | The operating advisor under a pooling and servicing
    agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing
    agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement
    and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to
    such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting
    obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage
    pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing
    agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the
    “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities”
    within the meaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer
    for purposes of Item 1123 of Regulation AB.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | KeyBank National Association is the current
    master servicer under the MSBAM 2012-C5 pooling and servicing agreement. Bank of America, National Association’s rights
    and obligations as master servicer under the MSBAM 2012-C5 pooling and servicing agreement were assigned to a predecessor
    of KeyBank National Association in June 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Rialto Capital Advisors, LLC is the current special servicer under
    the MSBAM 2012-C5 pooling and servicing agreement. In April 2018, Midland Loan Services, a Division of PNC Bank, National
    Association was replaced as special servicer under the MSBAM 2012-C5 pooling and servicing agreement and was succeeded by
    Rialto Capital Advisors, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



In addition, each of the following parties engaged the services
of certain servicing function participants and sub-servicers for the reporting period, as set forth below:



| | ● | KeyBank National Association, as master servicer, engaged the services of Midland Loan Services, a Division of PNC Bank, National Association, and Berkadia Commercial Mortgage LLC, in each case as a sub-servicer in respect of the entire mortgage pool for the reporting period.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













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.



None.



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 Accounting 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 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 2018 fiscal year is $22,136,077.



Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
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 legal proceeding pending against the
sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated
by Item 1110(b) of Regulation AB, or other party 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, other than as disclosed in the prospectus of the issuing entity
filed in a 424(b)(5) filing dated July 27, 2012, and other than as follows:



Since June 18, 2014, a group of institutional investors have filed
civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern
District of New York against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residential
mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused
losses to investors and asserted causes of action based upon, among other things, the trustee’s alleged failure to: (i)
notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii)
notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default.
Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Wells Fargo Bank
has reached an agreement, in which it denies any wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trusts
currently at issue. The settlement agreement is subject to court approval. Separate lawsuits against Wells Fargo Bank making similar
allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and state court are not
covered by the agreement. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without
merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the
possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.













On February 23, 2016, a certificateholder of the J.P. Morgan Chase
Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”) filed suit in the Supreme Court of New
York, County of New York, against KeyBank National Association and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18
Servicers”). The suit was filed derivatively on behalf of the CIBC18 Trust. The action was brought in connection with the
CIBC18 Servicers’ determination of the fair value of a loan, secured by the Bryant Park Hotel in New York City, held by the
CIBC18 Trust and sold to an assignee of the CIBC18 Trust’s directing certificateholder, pursuant to an exercise of the fair
value option set forth in the pooling and servicing agreement governing the CIBC18 Trust. There can be no assurances as to the
outcome of the action or the possible impact of the litigation on the CIBC18 Servicers. Both CIBC18 Servicers deny liability, believe
that they performed their obligations in accordance with the terms of the pooling and servicing agreement applicable to the CIBC18
Trust, and have contested the claims asserted against them, filing a motion to dismiss the case. On November 28, 2016, the motion
to dismiss was granted. The plaintiff certificateholder filed an appeal, and the appeal is pending. In the first quarter of 2018,
the case was fully dismissed and is no longer pending.



Since 2014 various plaintiffs or groups of plaintiffs, primarily
investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor
trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or
plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC,
Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result
of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based
upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations
and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported
events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly
failed to abide by a heightened standard of care following alleged events of default.



Currently U.S. Bank is a defendant in multiple actions alleging
individual or class action claims against the trustee with respect to multiple trusts as described above. Previously, U.S. Bank
disclosed that the most substantial case was: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and its companion case
BlackRock Core Bond Portfolio et al v. U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.) (collectively, the “BlackRock
cases”). U.S. Bank has entered into a settlement agreement that will resolve the BlackRock cases following approval of the
dismissals by the applicable court. Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts,
are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.



U.S. Bank cannot assure you as to the outcome of any of the litigation,
or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes
that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors
and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.













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



In addition to the information regarding this Item that has been disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated
July 27, 2012, on November 30, 2018, Rialto Capital Advisors, LLC (“RCA”), the special servicer under the MSBAM 2012-C5 pooling and servicing agreement, was acquired by investment funds managed by Stone Point
Capital LLC, in partnership with the management team of RCA’s affiliates. Situs Holdings, LLC, the trust advisor under the MSBAM 2012-C5 pooling and servicing agreement, is a wholly owned subsidiary of an
affiliated entity of Stone Point Capital LLC.



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



The reports on assessment of compliance with the servicing criteria
for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item
15.



The reports on assessment of compliance with applicable servicing criteria
furnished pursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division of PNC Bank National Association discloses that a
material instance of noncompliance occurred, as described below:



Material Instance of Noncompliance



In certain instances, the Schedule AL Files (Item 1125
of Regulation AB) were not reported in accordance with the terms specified in the transaction agreements, in conflict with Item
1122(d)(3)(i): “Reports to investors, including those to be filed with the Commission, are maintained in accordance with
the transaction agreements and applicable Commission requirements. Specifically, such reports: (A) Are prepared in accordance with
timeframes and other terms set forth in the transaction agreements”. The noncompliance consisted of omitted or inaccurately
reported numbers due to the following: (1) the initial setup files contained information at the asset level, and Midland was required
to manually compile the information to present it at the loan level as required by Schedule AL; and (2) certain reporting requirements
required manual processing by Midland, including the use of various data computation formulas, quality control checks and analysis.



The identified instances did not involve the
servicing of assets included in this securitization.



Steps Taken to Remedy the Material Instance of Noncompliance



Midland is currently remediating the Schedule AL reporting
for the CMBS transactions found to be incorrect, and will be making improvements to its systems, processes and procedures to support
its Schedule AL reporting obligations.



Item 1123 of Regulation AB, Servicer Compliance Statement.



The servicer compliance statements are attached hereto under Item
15.



PART IV



Item 15. Exhibits, Financial Statement Schedules.



a)  Exhibits



|31 | Rule 13a-14(d)/15d-14(d) Certifications.                                                            
|-- | ----------------------------------------------------------------------------------------------------
|   |                                                                                                     
|33 | Reports on assessment of compliance with servicing criteria for asset-backed securities.            
|   |                                                                                                     
|   | 33.4 Rialto Capital Advisors, LLC, as Special Servicer (from 4/13/18 to 12/31/18)                   
|   |                                                                                                     
|34 | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
|   |                                                                                                     
|   | 34.4 Rialto Capital Advisors, LLC, as Special Servicer (from 4/13/18 to 12/31/18)                   
|   |                                                                                                     



b)  See Item (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/ George Kok                                                                    
|                       |                               | George Kok, President(senior officer in charge of securitization of the depositor)
|                       |                               |                                                                                   
|Date: October 30, 2019 |                               |