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                                                                     EXHIBIT 8.1






                                 March __, 1998



SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia  30308

Ladies and Gentlemen:

         We have acted as special tax counsel to SunTrust Banks, Inc.
("SunTrust") and to SunTrust Capital III (the "Trust") in connection with the
proposed offering by the Trust of its Floating Rate Preferred Securities, Series
A (the "Preferred Securities") as described in that certain Prospectus dated
February 11, 1998, which is included in the Registration Statement on Form S-3
filed with the Securities and Exchange Commission in connection with the
offering of such Preferred Securities (the "Registration Statement"), and that
certain Prospectus Supplement dated March __, 1998 (the "Prospectus
Supplement"). In connection therewith, you have requested our opinions with
respect to the status of the Subordinated Debentures and the Trust for United
States federal income tax purposes and the accuracy of the discussion included
in the Prospectus Supplement under the heading "United States Federal Income
Taxation." All capitalized terms used herein without definition shall have the
same meaning as in the Prospectus Supplement.

                        FACTS AND ASSUMPTIONS RELIED UPON

         In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including (but not limited to) the
Registration Statement, the Prospectus Supplement and all exhibits thereto. In
our examination of documents, we have assumed, with your consent, that all
documents submitted to us are authentic originals or, if submitted as
photocopies or telecopies, that they faithfully reproduce the originals thereof,
that all such documents have been or will be duly executed to the extent
required, that all representations and statements set forth in such documents
are true and correct, and that all obligations imposed by any such document on
the parties thereto are enforceable, and have been or will be performed or
satisfied, in accordance with their terms.



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SunTrust Banks, Inc.
March __, 1998
Page 2




                                    OPINIONS

         Based upon and subject to the foregoing, we are of the following
opinions:

         (1) The Subordinated Debentures will be treated as indebtedness of
SunTrust for United States federal income tax purposes.

         (2) The Trust will be classified as a grantor trust and will not be
treated as an association taxable as a corporation for United States federal
income tax purposes. As a result, each beneficial owner of Preferred Securities
(a "Securityholder") will be required to include in its gross income its pro
rata share of the interest income, including original issue discount, paid or
accrued with respect to the Subordinated Debentures, whether or not cash is
actually distributed to the Securityholder.

         (3) The discussion contained in that portion of the Prospectus
Supplement under the caption "United States Federal Income Taxation"
constitutes, in all material respects, a fair and accurate summary of the
principal United States federal income tax consequences of the purchase,
ownership, and disposition of Preferred Securities under current law.

         The opinions expressed herein are based on the Internal Revenue Code of
1986, as amended, the United States Treasury Regulations promulgated thereunder,
current administrative positions of the United States Internal Revenue Service,
and existing judicial decisions, any of which could be changed at any time,
possibly on a retroactive basis. Any such change could adversely affect the
opinions rendered herein and the tax consequences to the Trust and to the
holders of Preferred Securities. In addition, our opinions cannot be relied upon
if any of the facts contained in the documents that we have examined, or if any
of the assumptions that we have made, is, or later becomes, inaccurate.

         Finally, our opinions are limited to the tax matters specifically
covered thereby, and we have not been asked to address, nor have we addressed,
any other tax consequences relating to the Trust, Subordinated Debentures or
Preferred Securities. This opinion is given as of the date hereof, and we assume
no obligation to update this opinion to reflect any fact or circumstance that
may hereafter come to our attention or any change in any law or regulation that
may hereafter occur.







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SunTrust Banks, Inc.
March __, 1998
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         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus Supplement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.


                                    Very truly yours,



                                    KING & SPALDING