SMITH HELMS MULLISS & MOORE, L.L.P.
                           Attorneys at Law
                         Post Office Box 31247
                       Charlotte, North Carolina 28231

                              (tel) 343-2000
                              (fax) 334-8467


                              April 28, 1998



NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina  28255-0065

Re:  Public Offering of $300,000,000 Aggregate Principal Amount
     of 6.60% Subordinated Notes, due 2010

Ladies and Gentlemen:

     We have acted as counsel to NationsBank Corporation, a North
Carolina corporation (the "Corporation"), in connection with (i)
the issuance of $300,000,000 in aggregate principal amount of its
6.60% Subordinated Notes, due 2010 (the "Notes") and (ii) the
Registration Statement on Form S-3, Registration No. 333-13811
(the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), with respect to $3,000,000,000
aggregate principal amount of the Corporation's unsecured debt
securities, shares of its preferred stock and shares of its
common stock and the Prospectus dated December 19, 1996
constituting a part thereof, as supplemented by the Prospectus
Supplement dated April 28, 1998, 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 photocopies 
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.
  
     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 The Bank of New York,
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. 

     In rendering this opinion, we are not expressing an opinion
as to the laws of any jurisdiction other than the State of North
Carolina and the United States of America, and we assume no
responsibility as to the applicability of 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, L.L.P.