EXHIBIT 5




                                        February 5, 1999



BankBoston Corporation
100 Federal Street
Boston, Massachusetts 02110

   Re:  BankBoston Corporation's Registration Statement on Form S-8 Relating to
        the 1998 Stock Option Plan for Employees of BancBoston Robertson
        Stephens Inc.

   As General Counsel of BankBoston Corporation (the "Corporation") and
BankBoston, N.A. (the "Bank"), I, and other attorneys in this office, have
participated with the Corporation, its officers and officers of the Bank in the
preparation for filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering 8,200,000 shares (the "Shares") of the Corporation's Common
Stock, par value $1.00 per share, which Shares may hereafter be acquired by
participants ("Participants") in the 1998 Stock Option Plan For Employees of
BancBoston Robertson Stephens Inc. (the "Plan").  In connection with filing the
Registration Statement, the rules and regulations of the Commission require my
opinion, in my capacity as General Counsel of the Corporation, on the matters
set forth below.

   In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and the Bank such
questions of fact as we have deemed necessary or appropriate.  In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuineness of all documents submitted as copies.

   Based upon and subject to the foregoing, I am of the opinion that the Shares
will be, upon the issuance thereof pursuant to the terms of the Plan, legally
issued, fully paid and non-assessable.

   I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Registration Statement under the
caption "Interests of Named Experts and Counsel."

                                        Very truly yours,

                                        /s/ Gary A. Spiess

                                        Gary A. Spiess
                                        General Counsel