EXHIBIT 5.1
SMITH HELMS MULLISS & MOORE, L.L.P.
ATTORNEYS AT LAW
201 NORTH TRYON STREET
CHARLOTTE, N.C. 28202
TELEPHONE 704/343-2000
FACSIMILE 704/334-8467
June 15, 1999
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255-0065
Re: Public Offering of $1,500,000,000 Aggregate Principal Amount of
6 5/8% Senior Notes, due 2004
Ladies and Gentlemen:
We have acted as counsel to Bank of America Corporation, a Delaware
corporation (the "Corporation"), in connection with (i) the issuance of
$1,500,000,000 in aggregate principal amount of its 6 5/8% Senior Notes, due
2004 (the "Notes") and (ii) the Registration Statement on Form S-3, Registration
No. 333-51367 (the ARegistration Statement@), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), with respect to $10,000,000,000 aggregate principal amount
of the Corporation=s unsecured debt securities, warrants, units, shares of its
preferred stock and shares of its common stock and the Prospectus dated May 21,
1988 constituting a part thereof, as supplemented by the Global Prospectus
Supplement dated June 9, 1999, filed with the Commission pursuant to Rule 424(b)
under the Act, relating to the Notes.
As such counsel, we have examined and are familiar with such original
or photocopies or certified copies of such records of the Corporation and its
subsidiaries, certificates of officers of the Corporation and of public
officials and such other documents as we have deemed relevant or necessary as
the basis for the opinion set forth below. In such examinations, we have assumed
the legal capacity of natural persons, the genuineness of all signatures on, and
the authenticity of, all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as certified
copies or photo copies and the authenticity of the originals of such copies. We
have also relied upon statements of fact contained in documents that we have
examined in connection with our representation of the Corporation.
Bank of America Corporation
June 15, 1999
Page 2
Based solely upon the foregoing, and in reliance thereon, and subject
to the limitations, qualifications and exceptions set forth below, we are of the
opinion that the Notes, when executed, issued and delivered by the Corporation
to The Bank of New York for authentication in accordance with the Indenture
dated as of January 1, 1995 between the Corporation and U.S. Bank Trust National
Association, successor to BankAmerica National Trust Company, as trustee (the
"Indenture"), authenticated and delivered by The Bank of New York, as issuing
and paying agent, in accordance with the Indenture and paid for, all as
contemplated in the Board Resolution or Company Order (as each is defined in the
Indenture), will have been validly authorized and issued under the Indenture and
will constitute valid and legally binding obligations of the Corporation.
The opinions expressed herein are limited to the laws of the State of
North Carolina and the United States of America and the General Corporation Law
of the State of Delaware and we express no opinion as to the laws of any other
jurisdiction.
We hereby consent to be named in the Registration Statement as
attorneys who passed upon the legality of the Notes and to the filing of a copy
of this opinion as part of the Corporation=s Current Report on Form 8-K to be
filed for the purpose of including this opinion as part of the Registration
Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE
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