EXHIBIT 5.1


October 1, 1998


                                                                 Paul J. Polking
                                                        Executive Vice President
                                                             and General Counsel
                                                         BankAmerica Corporation
                                                          100 North Tryon Street
                                                            Charlotte, NC  28233


Members of the Board of Directors
BankAmerica Corporation
100 North Tryon Street
Charlottee, NC  28255


Dear Board Members:

         I am the Executive  Vice  President and General  Counsel of BankAmerica
Corporation (the "Company") and in that capacity I have acted as counsel for the
Company in connection with the registration under the Securities Act of 1933, as
amended,  of 5,000,000 shares of the Company's common stock, par value $0.01 per
share (the  "Common  Stock")  and an  indeterminate  amount of  interests  to be
offered or sold under the BankAmerica 401(k) Investment Plan (the "Plan").  Such
registration is pursuant to a Registration Statement on Form S-8 relating to the
Plan (the  "Registration  Statement"),  which is to be filed by the Company with
the Securities and Exchange Commission on or about October 1, 1998.

         I have  examined  or  caused to be  examined  such  corporate  records,
certificates  and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion.

         On the basis of such  examination,  it is my  opinion  that the  Common
Stock, when issued in the manner contemplated by the Registration  Statement and
the Plan, will be duly authorized, validly issued, fully paid and nonassessable.

         I hereby  consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                                     Sincerely yours,

                                                     /s/ PAUL J. POLKING
                                                     ------------------------
                                                         Paul J. Polking