Exhibit 5.1

                   [BANK OF AMERICA CORPORATION LETTERHEAD]



July 2, 2001



Board of Directors
Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina 28255

Ladies and Gentlemen:

As an Assistant General Counsel for Bank of America Corporation, a Delaware
corporation (the "Company"), I have been requested to render this opinion in
connection with the Company's filing of a Registration Statement on Form S-3
(the "Registration Statement") with the Securities and Exchange Commission to
register 2,000,000 shares (the "Shares") of Common Stock.  The Shares being
registered are expected to be offered and sold from time to time pursuant to the
exercise of transferable nonqualified stock options granted to participants in
the Company's Key Employee Stock Plan, as amended (the "Plan") and sold by those
participants to certain permitted transferees in accordance with the terms of
the Plan.  I have examined and am familiar with the Registration Statement and
the exhibits thereto and the Plan.  In addition, I have made such investigations
and have reviewed such other documents as I have deemed necessary or appropriate
under the circumstances.  In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity with the original documents of all documents submitted to me
as copies.  As to questions of fact material to such opinions, I have, when
relevant facts were not independently established by me, relied upon
certificates of public officials and certificates of officers of the Company.

Based upon the foregoing, I am of the opinion that the Shares have been duly
authorized and, upon payment therefor and issuance in accordance with the Plan,
will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

I am a member of the Bar of the State of North Carolina and do not hold myself
out as being expert in, and am not opining on, the laws of any jurisdiction
other than the federal laws of the United States of America, the General
Corporation Law of the State of Delaware and the laws of the State of North
Carolina.

Sincerely,

/s/ Jacqueline Jarvis Jones

Jacqueline Jarvis Jones
Assistant General Counsel