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
                                
                                
                       November 16, 1998
                                


BankAmerica Corporation
100 North Tryon Street
Charlotte, North Carolina  28255-0065

Re:  Public Offering of up to $5,000,000,000 Aggregate Principal
     Amount of Senior Medium-Term Notes, Series H, and
     Subordinated Medium-Term Notes, Series H

Ladies and Gentlemen:

     We have acted as counsel to BankAmerica Corporation, a
Delaware corporation and the successor by merger to NationsBank
Corporation (the "Corporation"), in connection with (i) the
Registration Statement on Form S-3, Registration No.333-51367 
(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 May 21, 1998 constituting a part thereof, as supplemented
by the Prospectus Supplement dated November 16, 1998 (as so
supplemented, the "Base Prospectus"), relating to the issuance
and sale from time to time by the Corporation of up to
$5,000,000,000 in aggregate principal amount of its Senior
Medium-Term Notes, Series H, and its Subordinated Medium-Term
Notes, Series H (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  Base 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 NationsBank Corporation and U.S. Bank Trust National
Association, as successor trustee to BankAmerica National Trust
Company (the "Senior Trustee"), as supplemented by a First
Supplemental Indenture dated as of September 18, 1998 among
the Corporation, NationsBank (DE) Corporation and the
Senior Trustee, or the Indenture dated January 1, 1995 between
NationsBank Corporation and The Bank of New York, as trustee, (the
"Subordinated Trustee"), as supplemented by a First Supplemental
Indenture dated as of August 28, 1998 among the Corporation, 
NationsBank (DE) Corporation and the Subordinated
Trustee, the Board Resolution (as defined in the respective
Indentures) dated November 12, 1998, 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 in the State of North
Carolina.  The opinions expressed herein are limited to the
Federal laws of the United States of America, the laws of the
State of North Carolina and the General Corporation Law of the
State of Delaware, and we express no opinion concerning the laws
of any other jurisdiction.

     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.