[NationsBank Letterhead]                                             EXHIBIT 5.1




        November 12, 1996


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

        Re:  Registration Statement on Form S-4 Related to the 
             Acquisition of Boatmen's Bancshares, Inc.
             -------------------------------------------------

        Ladies and Gentlemen:   

        I have acted as counsel to NationsBank Corporation, a North Carolina 
        corporation (the "Corporation"), 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: (i) 104,351,996 shares 
        of the Corporation's Common Stock (the "Common Stock"), (ii) 233,971 
        shares of the Corporation's Cumulative Convertible Preferred Stock, 
        Series A, and 9,743,539 Depositary Shares relating thereto 
        (collectively, the "Series A Preferred Stock"), and (iii) 9,487 shares 
        of the Corporation's 7% cumulative Redeemable Preferred Stock, Series 
        B (the "Series B Preferred Stock" and, together with the Common Stock 
        and the Series A Preferred Stock, the "Securities") to be issued by the
        Corporation in connection with the merger of Boatmen's Bancshares, Inc.
        with and into a wholly owned subsidiary of 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 Securities are legally authorized and, when the 
        Registration Statement has been declared effective by order of the
        Securities and Exchange Commission and the Securities have been issued
        and paid for upon the terms and conditions set forth in the
        Registration Statement, the Securities will be validly issued, fully
        paid and nonassessable.



NationsBank Corporation
November 12, 1996
Page 2




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 Securities, 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
Executive Vice President
  and General Counsel