SMITH HELMS MULLISS & MOORE, L.L.P.
                               Attorneys at Law
                             Post Office Box 31247
                          Charlotte, North Carolina 28231
                               Tel (704)343-2000
                               Fax (704)334-8467


                                January 29, 1998



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

Re:  Public Offering of  $350,000,000 Aggregate Principal Amount of 6-3/8% 
     Subordinated Notes, due 2008

Ladies and Gentlemen:

     We have acted as counsel to NationsBank Corporation, a North Carolina 
corporation (the "Corporation"), in connection with (i) the isssuance of 
$350,000,000 in aggregate principal amount of its 6-3/8% Subordinated Notes,
due 2008 (the "Notes") and (ii) the Registration Statement on Form S-3, 
Registration No. 333-13811 (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 $3,000,000,000 aggregate
principal amount of the Corporation's unsecured debt securities, shares of 
its preferred stock and shares of its common stock and the Prospectus dated 
December 19, 1996 constituting a part thereof, as supplemented
by the Prospectus Supplement dated January 29, 1998 (as so supplemented, the
"Base 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 (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. 

     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.


     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.