RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
WILMINGTON, DELAWARE 1 9899
TELEPHONE (302) 658-6541
TELECOPIER (302) 658-6548
WRITER'S DIRECT DIAL NUMBER
November 25, 1996
NB Capital Trust I
NB Capital Trust II
NB Capital Trust III
c/o NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Re: NB Capital Trust I, NB Capital II and NB Capital Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for NationsBank Corporation, a
North Carolina corporation (the "Company"), NB Capital Trust I, a Delaware
business trust ("Trust I"), NB Capital Trust II, a Delaware business
trust ("Trust II"), and NB Capital Trust III, a Delaware business
trust ("Trust III") (Trust I, Trust II and Trust III are hereinafter
collectively referred to as the "Trusts" and sometimes hereinafter individually
referred to as a "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals
or copies of the following:
(a) The Certificate of Trust of Trust I, dated October 29, 1996 as filed
with the office of the Secretary of State of the State of Delaware, (the
"Secretary of State") on November 1, 1996;
(b) The Certificate of Trust of Trust II, dated October 29, 1996, as filed
with the Secretary of State on November 1, 1996;
NB Capital Trust I
NB Capital Trust II
NB Capital Trust III
November 25, 1996
Page 2
(c) The Certificate of Trust of Trust III, dated October 29, 1996, as
filed with the Secretary of State on November 1, 1996;
(d) The Declaration of Trust of Trust I, dated as of October 29, 1996
among the Company and the trustees of Trust I named therein;
(e) The Declaration of Trust of Trust II, dated as of October 29, 1996
among the Company and the trustees of Trust II named therein;
(f) The Declaration of Trust of Trust III, dated as of October 29, 1996
among the Company and the trustees of Trust III named therein;
(g) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus and a prospectus supplement with
respect to Trust I (the "Prospectus"), relating to the Preferred Securities of
the Trusts representing preferred undivided beneficial interests in the assets
of the Trusts (each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company and the Trusts with the Securities and
Exchange Commission on November 1, 1996;
(h) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of such Trust (including the exhibits and Annex I
thereto) (collectively, the "Declarations" and individually, a "Declaration"),
attached as an exhibit to the Registration Statement; and
(i) A Certificate of Good Standing for each of the Trusts, dated
November 22, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (i) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (i) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there
exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth
NB Capital Trust I
NB Capital Trust II
NB Capital Trust III
November 25, 1996
Page 3
therein and the additional matters recited or assumed herein, all of which
we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Declarations constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the
Declarations and the Certificates of Trust are in full force and effect and
have not been amended, (ii) except to the extent provided in paragraph 1
below, the due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined
by us under the laws of the jurisdiction governing its organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined
by us, (vi) the receipt by each Person to whom a Preferred Security is to
be issued by the Trusts (collectively, the "Preferred Security Holders") of
a Preferred Security Certificate for such Preferred Security and the payment
for such Preferred Security, in accordance with the Declarations and the
Registration Statement, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the
Declarations and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for
its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered
only with respect to Delaware laws and rules, regulations and orders
thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary
or appropriate, and subject to the assumptions, qualifications, limitations
and exceptions set forth herein, we are of the opinion that:
NB Capital Trust I
NB Capital Trust II
NB Capital Trust III
November 25, 1996
Page 4
1. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under
the General Corporation Law of the State of Delaware. We note that the
Preferred Security Holders may be obligated to make payments as set forth
in the Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent
to the use of our name under the heading "Legal Matters" in the Prospectus.
In giving the foregoing consents, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other person for any purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
Richards, Layton & Finger