EXHIBIT 5.1
June 27, 1996
NationsBank, N.A.
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
NationsBank, N.A. (South)
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
NationsBank of Texas, N.A.
901 Main Street
Dallas, Texas 75202
Re: NationsBank, N.A., NationsBank, N.A. (South),
and NationsBank of Texas, N.A.
Registration Statement on Form S-3 No. 333-3557
Ladies and Gentlemen:
We have acted as special counsel to
NationsBank, N.A., NationsBank, N.A. (South), and
NationsBank of Texas, N.A. (together, the "Sellers"), in
connection with Registration Statement on Form S-3 No.
333-3557, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, respecting the
issuance by various trusts (each, a "Trust") to be formed
pursuant to either an Amended and Restated Trust Agree-
ment (the "Trust Agreement") to be entered into by the
Sellers and the Owner Trustee (the "Owner Trustee")
designated therein or a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") to be entered
into by the Sellers, NationsBank, N.A. (the "Servicer")
and the Trustee designated therein (the "Trustee") of
Asset Backed Securities consisting of either Notes and/or
Certificates. Any Asset Backed Securities consisting of
Notes are to be issued pursuant to an Indenture (the
"Indenture") to be entered into by the Trust and the
Indenture Trustee designated therein (the "Indenture
Trustee") and any Asset Backed Securities consisting of
Certificates are to be issued pursuant to either the
Trust Agreement or the Pooling and Servicing Agreement.
Capitalized terms used herein and not otherwise defined
herein have the meanings assigned to them in the Regis-
tration Statement.
In this connection, we have examined and relied
upon the Registration Statement filed with the Securities
and Exchange Commission (the "SEC") on May 13, 1996 and
Amendment No. 1 thereto, filed with the SEC on June 27,
1996, including (i) the form of prospectus included
therein (the "Prospectus"); (ii) the forms of prospectus
supplements included therein (the "Prospectus Supple-
ments"); (iii) the form of Indenture; (iv) the form of
Trust Agreement; (v) the form of Sale and Servicing
Agreement; (vi) the form of Administration Agreement;
(vii) the form of Pooling and Servicing Agreement; and
(viii) such other documents as we have deemed necessary
or appropriate as a basis for the opinion set forth
below, and we have assumed (i) that such documents will
not be amended and (ii) that the parties to such docu-
ments will comply with the terms thereof.
In our examination, we have assumed the genu-
ineness of all signatures, the authenticity of all docu-
ments submitted to us as originals, the conformity to
original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of
the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not
independently established or verified, we have relied
upon statements, representations, and certifications of
officers and other representatives of the Sellers, the
Servicer, the Underwriters.
We express no opinion as to the laws of any
jurisdiction other than the laws of the State of New York
and the laws of the United States of America to the
extent specifically referred to herein.
Based upon and subject to the foregoing, we are
of the opinion that:
1. When the Notes have been duly and validly au-
thorized and executed on behalf of the related
Trust and authenticated by the Indenture Trust-
ee in accordance with the provisions of the
Indenture and paid for by the Underwriters in
accordance with the Underwriting Agreement, the
Notes will be legally issued, fully-paid and
non-assessable and will be valid and binding
obligations of the related Trust except to the
extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereaf-
ter in effect relating to creditors' rights
generally and the rights of creditors of na-
tional banking associations, (b) general prin-
ciples of equity (regardless of whether such
enforceability is considered in a proceeding at
law or in equity) and (c) the qualification
that certain of the remedial provisions con-
tained in the Indenture may be unenforceable in
whole or in part, but the inclusion of such
provisions will not affect the validity of the
Indenture taken as a whole, and the Indenture,
taken as a whole, together with applicable law,
contains adequate remedial provisions for the
practical realization of the benefits of the
security created thereby.
2. When the Certificates to be issued pursuant to
any Trust Agreement have been duly and validly
authorized by the related Trust and have been
executed on behalf of the related Trust and
authenticated by the Owner Trustee in accor-
dance with the provisions of the Trust Agree-
ment and paid for by the Underwriters in accor-
dance with the Underwriting Agreement, such
Certificates will be legally issued, fully-paid
and non-assessable.
3. When the Certificates to be issued pursuant to
any Pooling and Servicing Agreement have been
duly and validly authorized by the Sellers and
have been executed on behalf of the related
Trust and authenticated by the Trustee in ac-
cordance with the provisions of the Pooling and
Servicing Agreement and paid for by the Under-
writers in accordance with the Underwriting
Agreement, such Certificates will be legally
issued, fully-paid and non-assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the refer-
ence to Skadden, Arps, Slate, Meagher & Flom under the
caption "Legal Matters" in the Prospectus and the forms
of prospectus supplements included in the Registration
Statement.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom