[Letterhead]
                             Stroock & Stroock & Lavan
                               Seven Hanover Square
                            New York, New York 10004-2696


                                     212 806 5400       Direct Dial:
                                     Fax: 212 806 6006
                                     Telex: 177693 STROOCK NY



November 22, 1996

NationsBank Corporation
NationsBank Corporate Center
Charlotte, NC 28255


Ladies and Gentlemen:

       We have acted as special tax counsel to NationsBank Corporation 
(the "Company") and to NB Capital Trust I, NB Capital Trust II and NB Capital 
Trust III (the "Trusts") in connection with the proposed issuance of (i) 
Preferred Securities (the "Preferred Securities") of the Trusts to be offered 
in one or more underwritten public offerings; (ii) Junior Subordinated 
Deferrable Interest Notes (the "Notes") of the Company to be issued 
pursuant to the terms of an indenture from the Company to The Bank of 
New York, as trustee (the "Indenture") to be issued and sold by the 
Company to the Trusts, and (iii) Guarantee Agreements of the 
Company with respect to the Preferred Securities (the "Guarantees") between 
the Company and The Bank of New York, as trustee. The Preferred Securities 
and the Notes are to be issued in a combined aggregate liquidation amount 
of up to $1,000,000,000, as contemplated by the registration statement on 
Form S-3 (file No. 333-15375), as amended (the "Registration Statement") 
filed by the Company and the Trusts on November 1, 1996 for the registration 
of the Preferred Securities, the Notes and the Guarantees under the Securities 
Act of 1933, as amended (the "Act").


       We have examined and are familiar with originals or copies, certified 
or otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Indenture, and (iii) the Guarantees. We have also examined such other 
documents and satisfied ourselves as to such other matters as we have deemed 
necessary in order to render this opinion.


       Based on the foregoing and subject to the qualifications hereinafter 
expressed, we are of the opinion that the statements contained in the 
preliminary prospectus supplement constituting part of the Registration 
Statement under the caption "United States Federal Income Taxation" describing 
certain federal income tax consequences to holders of the Preferred Securities 
and the Notes, as qualified therein, constitute an accurate description, in 
general terms, of the indicated United States federal tax consequences to 
such holders.



Washington, D.C. 20036-4652          Los Angeles, CA 90067-3088
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                        Stroock & Stroock & Lavan


NationsBank Corporation
November 22, 1996
Page 2



       The opinion expressed above is based on existing provisions of the 
Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury 
regulations, published interpretations of the Code and such Treasury 
regulations by the Internal Revenue Service, and existing court decisions, any 
of which could be changed at any time. Any such changes may or may not be 
retroactively applied.


       Attorneys involved in the preparation of this opinion are admitted to 
practice law in the State of New York and we do not purport to be experts on, 
or express any opinion herein concerning any law other than the laws of the 
State of New York and the federal laws of the United States of America 
(excluding therefrom principles of conflicts of laws, state securities or 
blue sky laws). To the extent that our opinion relates to or is dependent 
upon matters governed by the laws of other states, we have assumed the legal 
conclusions set forth in the opinions of Smith Helms Mulliss & Moore, L.L.P. 
and of Richards, Layton & Finger which are being filed as Exhibits 5.1 and 5.2,
respectively, to the Registration Statement.


       This letter is not being delivered for the benefit of, nor may it be 
relied upon by, the holders of the Notes, the Guarantees or the Preferred 
Securities or any other party to which it is not specifically addressed or on 
which reliance is not expressly permitted hereby.


       We hereby consent to the filing of this opinion as Exhibit 8.1 to the 
Registration Statement and to reference to our firm under the caption "Legal 
Matters" in the preliminary prospectus constituting a part of the Registration 
Statement. In giving such consent, we do not admit hereby that we come within 
the category of persons whose consent is required under Section 7 of the Act 
or the rules and regulations of the Securities and Exchange Commission 
thereunder.


Very truly yours,

/s/ Stroock & Stroock & Lavan

Stroock & Stroock & Lavan