Smith Helms Mulliss & Moore, LLP
                            214 North Church Street
                         Charlotte, North Carolina 28202
                                  704/343-2000


                                December 19, 1996






NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255

Re:      Registration Statement on Form S-3 with respect to an
         Aggregate of $1,031,000,000 of Junior Subordinated Debt
         Securities and Guarantees

Ladies and Gentlemen:

         We have acted as counsel for NationsBank Corporation (the
"Corporation") in connection with the registration by the Corporation of up to
an aggregate of $1,031,000,000 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 (the "Registration Statement")
that is being filed on the date hereof 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 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
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 Prospectus and the applicable





NationsBank Corporation
December 19, 1996
Page 2


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 the Securities will be validly authorized and issued and
binding obligations of the Corporation.

         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 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. 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.