EXHIBIT 8.1
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.
In rendering our opinion, we have also consid-
ered and relied upon the Internal Revenue Code of 1986,
as amended, and administrative rulings, judicial deci-
sions, regulations, and such other authorities as we have
deemed appropriate, all as in effect as of the date
hereof. The statutory provisions, regulations, interpre-
tations, and other authorities upon which our opinion is
based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance
that positions contrary to those stated in our opinion
will not be taken by the Internal Revenue Service.
We express no opinions as to the laws of any
jurisdiction other than the federal 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 the statements in the Prospectus and
the Prospectus Supplement under the heading "Summary--Tax
Status" to the extent they relate to federal income tax
matters and under the heading "Federal Income Tax Conse-
quences," subject to the qualifications set forth there-
in, accurately describe the material federal income tax
consequences to holders of Notes and/or Certificates,
under existing law and the assumptions stated therein.
We also note that the Prospectus and the Basic
Documents do not relate to a specific transaction.
Accordingly, the above-referenced description of federal
income tax consequences may require modification in the
context of an actual transaction.
We consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom