Exhibit 5.1


August 3, 1998

NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Re:   Registration Statement on Form S-4 Related to the Merger of BankAmerica
with and into NationsBank (DE)

Ladies and Gentlemen:

I and other members of my staff have acted as counsel to NationsBank
Corporation, a North Carolina corporation ("NationsBank"), in connection with
the preparation and filing of a Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance of up to 867,937,200 shares
of the common stock of NationsBank (DE) ("Combined Company Common Stock"), a
Delaware corporation (the "Corporation") and the surviving corporation after the
reincorporation merger of NationsBank into the Corporation. The Combined Company
Common Stock is to be issued by the Corporation in connection with the merger of
BankAmerica Corporation with and into the Corporation.

In rendering this opinion, I have examined such corporate records and other
documents, and I have reviewed such matters of law, as I have deemed necessary
or appropriate. Based on the foregoing, I am of the opinion that the Combined
Company Common Stock is legally authorized and, when the Registration Statement
has been declared effective by order of the Securities and Exchange Commission
and the Combined Company Common Stock has been issued and paid for upon the
terms and conditions set forth in the Registration Statement, the Combined
Company Common Stock will be validly issued, fully paid and nonassessable.

I hereby consent to be named in the Registration Statement and in the related
joint proxy statement-prospectus contained therein as the attorney who passed
upon the legality of the Combined Company Common Stock, and to the filing of a
copy of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,



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