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



                            November 14, 1996



NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina  28255-0065

Re:  Public Offering of up to $2,000,000,000 Aggregate Principal
     Amount of Senior Medium-Term Notes, Series F, and Subordinated
     Medium-Term Notes, Series F

Ladies and Gentlemen:

     We have acted as counsel to NationsBank Corporation, a North
Carolina corporation (the "Corporation"), in connection with (i)
the Registration Statement on Form S-3, Registration No. 333-7229
(the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"), and (ii) the Debt Prospectus dated
July 12, 1996 constituting a part thereof, as supplemented by the
Prospectus Supplement dated November 8, 1996 (as so supplemented,
the "Base Prospectus"),filed with the Commission pursuant to Rule
424(b) under the Act, relating to the issuance and sale from time
to time by the Corporation of up to $2,000,000,000 in aggregate
principal amount of its Senior Medium-Term Notes, Series F, and its
Subordinated Medium-Term Notes, Series F (collectively referred to
as the "Medium-Term Notes).  The Medium-Term Notes are to be issued,
separately or together, and are to be sold from time to time as set 
forth in the  ase Prospectus and any amendments or supplements thereto.

     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 its subsidiaries and of public officials and
such other documents as we have deemed relevant or necessary as the
basis for the opinions 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 photocopies thereof
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 Medium-Term Notes have been
duly authorized and, when the terms of the Medium-Term Notes have
been established and when the Medium-Term Notes have been
completed, executed, authenticated and delivered in accordance with
the provisions of the Indenture dated January 1, 1995 between the
Corporation and First Trust of New York, National Association, as
successor trustee to BankAmerica National Trust Company, or the
Indenture dated January 1, 1995 between the Corporation and The
Bank of New York, as trustee, as applicable, the Board Resolution
(as defined in the respective Indenture) dated November 8, 1996, 
and the Distribution Agreement among the Corporation and the Agents 
named in Exhibit A thereto, against payment of the consideration therefor, 
will constitute legal, valid and binding obligations of the Corporation 
subject as to enforcement of remedies to applicable bankruptcy, 
reorganization, insolvency, moratorium, fraudulent conveyance or other 
similar laws affecting the rights of creditors now or hereafter in effect, 
and to equitable principles that may limit the right to specific
enforcement of remedies, and further subject to 12 U.S.C. Section
1818(b)(6)(D) and similar bank regulatory powers and to the
application of principles of public policy.

     We are licensed to practice law only in the State of North
Carolina and the United States of America.  In rendering this
opinion, we are not expressing an opinion as to the laws of any
jurisdiction other than the State of North Carolina and the United
States of America, and we assume no responsibility as to the
applicability of the laws of any other jurisdiction to the 
issuance and sale of the Medium-Term Notes.

     This opinion is rendered to you and for your benefit in
connection with the above transaction.  This opinion may not be
relied upon by you for any other purpose, and may not be relied
upon by, nor may copies thereof be provided to, any other person,
firm, corporation or entity for any purposes whatsoever without our
prior written consent.  Notwithstanding the foregoing, we hereby
consent to be named in the Registration Statement as attorneys who
passed upon the legality of the Medium-Term 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.