SMITH HELMS MULLISS & MOORE, L.L.P.
                            Attorneys at Law
                      Charlotte, North Carolina 28211
                           Tel (704) 343-2000
                           Fax (704) 343-2300


                              May 30, 2000


Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina  28255-0065

Re:	Public Offering of $900,000,000 Aggregate Principal
    Amount of	7.80% Subordinated Notes, due 2010

Ladies and Gentlemen:

	We have acted as counsel to Bank of America
Corporation, a Delaware corporation (the "Corporation"),
in connection with (i) the issuance of $900,000,000 in
aggregate principal amount of its 7.80% Subordinated Notes,
due 2010 (the "Notes") and (ii) the Registration
Statements on Form S-3, Registration Nos. 333-51367 and 333-
83503, each as amended (collectively, the Registration
Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"), with respect to
$10,000,000,000 aggregate principal amount of the
Corporation's unsecured debt securities, warrants, units,
shares of its preferred stock and shares of its common stock
and $15,000,000,000 aggregate principal amount of the
Corporation's unsecured debt securities, warrants, units,
shares of its preferred stock and shares of its common
stock, respectively, and the Prospectus dated May 21, 1998
constituting a part of Registration Statement No. 333-51367
and the Prospectus dated August 5, 1999 constituting a part
of Registration Statement 333-83503, each as supplemented by
the Prospectus Supplement dated May 23, 2000 (as so
supplemented, the "Final Prospectus"), filed with the
Commission pursuant to Rule 424(b) under the Act, relating
to the Notes.

	As such counsel, we have examined and are familiar with
such original or photocopies or certified copies of such
records of the Corporation and its subsidiaries,
certificates of officers of the Corporation and of public
officials and such other documents as we have deemed
relevant or necessary as the basis for the opinion set forth
below.  In such examinations, we have assumed the legal
capacity of natural persons, the genuineness of all
signatures on, and the authenticity of, all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified
copies or photocopies and the authenticity of the originals
of such copies.  We have also relied upon statements of fact
contained in documents that we have examined in connection
with our representation of the Corporation.

	Based solely upon the foregoing, and in reliance
thereon, and subject to the limitations, qualifications and
exceptions set forth below, we are of the opinion that the
Notes, when executed, issued and delivered by the
Corporation to The Bank of New York for authentication in
accordance with the Indenture dated as of January 1, 1995
between the Corporation and The Bank of New York, as
trustee, as supplemented by a First Supplemental Indenture
dated as of August 28, 1998 (the "Indenture"),
authenticated and delivered by The Bank of New York in
accordance with the Indenture and paid for, all as
contemplated in the Board Resolution or Company Order (as
each is defined in the Indenture), will have been validly
authorized and issued under the Indenture and will
constitute valid and legally binding obligations of the
Corporation.

	The opinions expressed herein are limited to the laws
of the State of North Carolina and the United States of
America and the General Corporation Law of the State of
Delaware and we express no opinion as to the laws of any
other jurisdiction.

	We hereby consent to be named in the Registration
Statement as attorneys who passed upon the legality of the
Notes and to the filing of a copy of this opinion as part of
the Corporation's Current Report on Form 8-K to be filed for
the purpose of including this opinion as part of the
Registration Statement.


                              Very truly yours,

                              /S/ SMITH HELMS MULLISS & MOORE, L.L.P.