EXHIBIT 8.1

               [LETTERHEAD OF BALCH & BINGHAM LLP APPEARS HERE]
    
                                 May 26, 1998
     
New South Bancshares, Inc.
1900 Crestwood Boulevard
Birmingham, Alabama 35210

        Re: Registration Statement on Form S-1

Ladies and Gentlemen:

        We have acted as counsel to New South Bancshares, Inc. in connection
with the preparation of a Registration Statement on Form S-1, including a
preliminary prospectus (the "Registration Statement"), which has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act").

        We have reviewed copies of the Registration Statement and such other 
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
    
        Based on the foregoing, we hereby confirm that the statements of law and
legal conclusions contained in the Registration Statement under the caption
"Certain Federal Income Tax Consequences" constitute our opinion, based upon
current law and regulations as discussed in the Registration Statement.     

        We consent to the filing of this opinion as an exhibit to the 
Registration Statement. We also consent to the reference to Balch & Bingham LLP
under the captions "Certain Federal Income Tax Consequences" and "Validity of
Securities" in the Registration Statement.

                                        Very truly yours,

                                        /s/ Balch & Bingham LLP
                                        ------------------------
                                        Balch & Bingham LLP