[Letterhead of Helms Mulliss & Wicker, PLLC]

                                                                     EXHIBIT 5.1

                               July 26, 2002

Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Re:  Public Offering of up to an Aggregate of $20,000,000,000 of Debt
     Securities, Warrants, Units, Preferred Stock, Depositary Shares, and
     Common Stock of Bank of America Corporation

Ladies and Gentlemen:

     We have acted as counsel to Bank of America Corporation, a Delaware
corporation (the "Corporation") in connection with the registration by the
Corporation of up to an aggregate of $20,000,000,000 of its (i) debt securities
(the "Debt Securities"), (ii) warrants (the "Warrants"), (iii) units, which are
comprised of two or more securities, in any combination (the "Units"), (iv)
shares of its preferred stock (the "Preferred Stock"), (v) fractional interests
in Preferred Stock represented by depositary shares (the "Depositary Shares"),
and (vi) shares of its common stock (the "Common Stock" and, together with the
Debt Securities, Warrants, Units, Preferred Stock, and Depositary Shares, the
"Securities"), as set forth in the Registration Statement on Form S-3 (the
"Registration Statement") that is being filed on the date hereof with the
Securities and Exchange Commission by the Corporation pursuant to the Securities
Act of 1933, as amended.

     The Securities are to be issued, separately or together, in one or more
series and are to be sold from time to time as set forth in the Registration
Statement, the applicable Prospectus contained therein (the "Prospectus") and
any amendments or supplements thereto.

     We have relied upon an officer's certificate as to corporate action
heretofore taken with respect to the Securities.

     Based on the foregoing, we are of the opinion that when (1) the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission, (2) the terms of any class or series of such
Securities have been authorized by appropriate corporate action of the
Corporation, and (3) such Securities have been issued and sold upon the terms
and conditions set forth in the Registration Statement, the applicable
Prospectus and the applicable supplements to such Prospectus, then (a) the Debt
Securities, Warrants, or Units, as the case may be, will be validly authorized
and issued 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. ss1818 (b)(6)(D) and similar bank regulatory
powers and to the application of principles of public policy, and (b) the shares
of the Preferred Stock and Common Stock will be legally issued, fully paid, and
non-assessable.

     This opinion is rendered to you and for your benefit solely in connection
with the registration of the Securities. This opinion may not be relied on 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 Prospectus as attorneys who passed upon the
legality of the Securities and to the filing of a copy of this opinion as
Exhibit 5.1 to the Registration Statement.

                                         Very truly yours,

                                        /s/ Helms Mulliss & Wicker, PLLC

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