SMITH HELMS MULLISS & MOORE, L.L.P.
                           Attorneys at Law
                        Post Office Box 31247
                    Charlotte, North Carolina  28231
                          Tel (704) 343-2000
                          Fax (704) 343-2300

                          September 22, 2000



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

Re:	Public Offering of $1,000,000,000 Aggregate Principal Amount
    of	7 1/8% Senior Notes, due 2006

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 $1,000,000,000 in aggregate principal amount
of its 7 1/8% Senior Notes, due 2006 (the "Notes") and (ii) the
Registration Statement on Form S-3, Registration No. 333-83503
(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
$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 and the Prospectus
dated August 5, 1999 constituting a part thereof, as supplemented
by the Prospectus Supplement dated September 19, 1999, 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 U.S. Bank Trust
National Association, successor to BankAmerica National Trust
Company, as trustee, as supplemented by a First Supplemental
Indenture dated as of September 18, 1998 (the "Indenture"),
authenticated and delivered by The Bank of New York, as issuing
and paying agent, 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.