Exhibit 8.1

                   Letterhead of Stroock & Stroock & Lavan LLP
                   -------------------------------------------

October 4, 2001


Bank of America Corporation
BAC Capital Trust I
BAC Capital Trust II
BAC Capital Trust III
BAC Capital Trust IV
Bank of America Corporate Center
Charlotte, North Carolina 28255

Ladies and Gentlemen:

We have acted as tax counsel to each of Bank of America Corporation (the
"Corporation"), a Delaware Corporation, BAC Capital Trust I, a Delaware Business
Trust, BAC Capital Trust II, a Delaware Business Trust, BAC Capital Trust III, a
Delaware Business Trust, and BAC Capital Trust IV, a Delaware Business Trust
(each a "Trust" and collectively the "Trusts"), in connection with the filing of
a shelf registration statement on Form S-3 by the Corporation and the Trusts
(the "Registration Statement") registering up to an aggregate of $2,000,000,000
of capital securities (the "Capital Securities") which may be issued by any of
the Trusts. The Corporation will issue junior subordinated notes ("Junior
Subordinated Notes," and, together with the Capital Securities, the
"Securities"), which will be purchased by the Trusts, in an aggregate principal
amount equal to the aggregate liquidation amount of the capital securities
issued by the Trusts.

In furnishing this opinion, we have examined copies of the Registration
Statement, the Articles of Incorporation, organizational documents and By-Laws
of the Corporation and for each of the Trusts, the Amended and Restated
Declaration of Trust, as amended to date, and the minutes of the meeting of the
Board of Directors of the Corporation authorizing the issuance of the junior
subordinated notes and the filing of the Registration Statement in connection
with the issuance by the Trusts of the capital securities. We also have examined
such other documents, papers, statutes and authorities as we deemed necessary to
form a basis for the opinion hereinafter expressed. In our examinations of such
material, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as original documents and the conformity to
original documents of all documents supplied to us as copies. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers and representatives of the Corporation and others.

Based upon and subject to the foregoing, it is our opinion that:

     1.   The Junior Subordinated Notes issued by the Corporation will be
          classified as indebtedness of the Corporation for United States
          Federal income tax purposes;


          2.   Each Trust will be classified as a grantor trust, and not as an
               association taxable as a corporation, for United States Federal
               income tax purposes; and

          3.   The information in the Prospectus under the heading "United
               States Federal Income Taxation", to the extent that it
               constitutes matters of law, summaries of legal matters or legal
               conclusions, has been reviewed by us and is accurate in all
               material respects.

To the extent that the obligations of the Corporation as obligor under an
indenture may be dependent upon such matters, we have assumed for purposes of
this opinion (i) that the applicable trustee is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization and is
duly qualified to engage in the activities contemplated by the indenture, (ii)
that such indenture has been duly authorized, executed and delivered by and
constitutes the legal, valid and binding obligation of such trustee, enforceable
in accordance with its terms, (iii) that such trustee is in compliance,
generally and with respect to acting as a trustee under the indenture, with all
applicable laws and regulations, and (iv) that such trustee has the requisite
organizational and legal power and authority to perform its obligations under
the indenture.

We hereby consent to be named in the Registration Statement to be filed by the
Corporation with the Securities and Exchange Commission as attorneys who have
passed upon the tax aspects of the Securities to be registered by the
Registration Statement. We further consent to your filing a copy of this opinion
as Exhibit 8.1 to the Registration Statement. In giving such permission, we do
not admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,



STROOCK & STROOCK & LAVAN LLP
/s/ STROOCK & STROOCK & LAVAN LLP