SMITH HELMS MULLISS & MOORE, L.L.P.
                           ATTORNEYS AT LAW
                      CHARLOTTE, NORTH CAROLINA




                            November 25, 1996

NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255

         Re: Registration Statement on Form S-3 (Reg. No. 333-15375) with 
             respect to an Aggregate of $1,000,000,000 of Junior Subordinated
             Debt Securities and Guarantees

Ladies and Gentlemen:

    We have acted as counsel to NationsBank Corporation (the "Corporation")
in connection with the registration by the Corporation of up to an aggregate
of $1,000,000,000 of its junior subordinated debt securities (the "Debt 
Securities") and guarantees of preferred securities of certain trusts (the 
"Guarantees", and, together with the Debt Securities, the "Securities") 
as set forth in the Registration Statement on Form S-3, File No. 333-15375 
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") by the Corporation pursuant to the Securities Act of 1933, 
as amended. This opinion letter is Exhibit 5.1 to the Registration Statement.

   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 Prospectuses contained therein (each, a "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 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, sold and delivered upon the terms and conditions set forth
in the Registration Statement, the applicable Prospectus and the applicable 
supplement(s) to such Prospectus (including, in the case of the Debt 
Securities, due authentication thereof by the Trustee or by the authenticating
agent, in accordance with the provisions of the Indenture under which the 
Debt Securities are to be issued), then (a) the Securities will be validly 
authorized and issued and binding obligations of the Corporation.





NationsBank Corporation
November 25, 1996
Page 2


     In rendering this opinion, we are not expressing an opinion as to the 
laws of any jurisdiction other than the State of North Carolina and the 
United States of America, and we assume no responsibility as to the 
applicability of the laws of any other jurisdiction to the subject matter 
hereof or to the effects of such laws thereon.


    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. We hereby consent to
be named in the Registration Statement and in each of the Prospectuses 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. 
Unless the prior written consent of our firm is obtained, this opinion 
is not to be quoted or otherwise referred to in any written report, proxy
statement or other registration statement, nor is it to be filed with or 
furnished to any other governmental agency or other person, except as 
otherwise required by law.

                                Very truly yours,

                                /s/ SMITH HELMS MULLISS & MOORE, L.L.P.
                                    Smith Helms Mulliss & Moore, L.L.P.