If the Panthers are to win...
Offense
For the Panthers to win the game they need to their offensive line to beat the NE defensive line. The Panthers have two solid running backs in Davis and Foster. Davis is a power type of back that can run the ball right up the gut, whereas Foster has a lot of speed going to the outside. This gives Carolina two options with regards to establishing the running game - Which they need since their game plan throughout the play-offs has been to control the clock. If they are able to get the running game going, this may result into man-to-man secondary coverage and will open up both Smith and Muhammad for potential deep threats (as witnessed in the Philly & St. Louis games).
Defense
The Panthers defensive line is great, however NE plays a short quick passing game. If the Panthers are to stop this type of attack they need to bump the receivers at the line so that they can buy some time to pressure Brady.
If the Patriots are to win...
Offense
The Pats need to control the Panthers offensive line and give Brady time to execute his passes. NE does not have much of a running game and could come out with a predominant wide receiver attack. Brady is experienced and smart which means that he seldom takes unnecessary risks, which could avoid turnovers.
Defense
NE has one of the most complicated defenses in the league. They like to blitz and pressure the QB as much as possible. NE is also tough against the run, having allowed one 100-yard rushing game all year. The NE linebackers are fast, smart and experienced, which is vital to making adjustments within the game. The NE experience against Delhommes inexperience could be a huge factor in the game, especially if NE has the lead.
Special Teams
Both teams are pretty even in this category except for the punters. NE's Walter has a bad average which could result in good field position for the Panthers.
Coaches
There has been so much written about Belichik, and for good reason too. The guy rarely has his team unprepared for the game. Not only does he employ a strong system, but in the event of injury the substitutes can fill in quite admirably. I'd give a slight edge to NE mainly due to the post-season experience and being able to handle all of the hoopla leading up to the big game.
In Summary...
Keys for the Panthers - Establish the ground game, control the clock to limit NE's ball possessions and pressure Brady to force NE to punt.
Keys for the Pats - Controlling the Panthers running game will force them to air out the ball. This could result in Delhomme making mistakes and creating turnovers. Continue their short game attack.
I'm calling for a close game to be decided in the last quarter. I have a feeling it will come down to the kickers.
The Panthers to cover...