RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (302) 658-6541
Telecopier (302) 658-6548
Writer's Direct Dial Number
December 19, 1996
NB Capital Trust III
NB Capital Trust IV
NB Capital Trust V
c/o NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Re: NB Capital Trust III, NB Capital Trust IV and NB Capital Trust V
Ladies and Gentlemen:
We have acted as special Delaware counsel for NationsBank Corporation, a
North Carolina corporation (the "Company"), NB Capital Trust III, a Delaware
business trust ("Trust III"), NB Capital Trust IV, a Delaware business trust
("Trust IV"), and NB Capital Trust V, a Delaware business trust ("Trust V")
(Trust III, Trust IV and Trust V 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 III, 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;
NB Capital rust III
NB Capital Trust IV
NB Capital Trust V
December 19, 1996
Page 2
(b) The Certificate of Trust of Trust IV, dated December 12, 1996, as filed
with the Secretary of State on December 13, 1996;
(c) The Certificate of Trust of Trust V, dated December 12, 1996, as filed
with the Secretary of State on December 13, 1996;
(d) The Declaration of Trust of Trust III, dated as of October 29, 1996
among the Company and the trustees of Trust III named therein;
(e) The Declaration of Trust of Trust IV, dated as of December 12, 1996
among the Company and the trustees of Trust IV named therein;
(f) The Declaration of Trust of Trust V, dated as of December 12, 1996
among the Company and the trustees of Trust V named therein;
(g) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus with respect to the Trusts (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 December 19, 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 December
18, 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
NB Capital Trust III
NB Capital Trust IV
NB Capital Trust V
December 19, 1996
Page 3
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 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 III
NB Capital Trust IV
NB Capital Trust V
December 19, 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. That 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