EXHIBIT 8.1 BLANCHFIELD AND MOORE A PROFESSIONAL CORPORATION 2400 NATIONSBANK CORPORATE CENTER 100 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28202 TELEPHONE 704 377-3788 TELECOPIER 704 377-2033 August 17, 1994 NationsBank Corporation NationsBank Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 Ladies/Gentlemen: We have acted as counsel to NationsBank Corporation, a North Carolina corporation ("NationsBank"), in connection with the proposed merger (the "Merger") of RHNB Corporation, a bank holding company registered under the Bank Holding Company Act duly organized under the laws of the State of South Carolina, with and into NB Holdings, Inc., a bank holding company duly organized under the laws of the State of Delaware and a wholly owned subsidiary of NationsBank, upon the terms and conditions set forth in the Agreement and Plan of Merger (the "Agreement") dated as of July 8, 1994. At your request, in connection with the filing with the Securities and Exchange Commission on November 12, 1993 by NationsBank of the Registration Statement on Form S-4 (the "Registration Statement") in respect of the shares of NationsBank Common Stock to be issued in the Merger and the preliminary Proxy Statement-Prospectus of NationsBank and RHNB (the "Proxy Statement-Prospectus") included as part thereof, we are rendering our opinion concerning certain federal income tax consequences of the Merger. For purposes of the opinion set forth below, we have relied, with the consent of NationsBank and the consent of RHNB, upon the accuracy and completeness of the statements and representations (which statements and representations we have neither investigated nor verified) contained, respectively, in the certificates of the officers of NationsBank and RHNB (which are incorporated herein by reference), and have assumed that such certificates will be complete and accurate as of the Effective Date. We have also relied upon the accuracy of the Proxy Statement-Prospectus. Any capitalized term used and not defined herein has the meaning given to it in the Proxy Statement-Prospectus or the appendices thereto (including the Agreement). We have also assumed that the transactions contemplated by the Agreement will be consummated in accordance therewith and as described in the Proxy Statement-Prospectus and that the Merger will qualify as a statutory merger under the applicable state laws. Based upon and subject to the foregoing, it is our opinion that, under currently applicable law, the Merger will constitute a reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and that, accordingly, the following will be the material federal income tax consequences of the Merger: (i) No gain or loss will be recognized by the shareholders of RHNB on the exchange of their shares of RHNB Stock for shares of NationsBank Common Stock pursuant to the terms of the Merger to the extent of such exchange. (ii) The federal income tax basis of the shares of NationsBank Common Stock for which shares of RHNB Stock are exchanged pursuant to the Merger will be the same as the basis of such shares of RHNB Stock exchanged therefor (less any proportionate part of such basis allocable to any fractional interest in any share of NationsBank Common Stock). (iii) The holding period for shares of NationsBank Common Stock for which shares of RHNB Stock are exchanged will include the period that such shares of RHNB Stock were held by the holder, provided such shares were a capital asset of the holder. (iv) The receipt of cash in lieu of fractional shares of NationsBank Common Stock by a RHNB shareholder will be treated as if the fractional shares were distributed as part of the exchange and then were redeemed by NationsBank, and gain or loss will be recognized in an amount equal to the difference between the cash received and the basis of the NationsBank Corporation August 15, 1994 Page 2 RHNB Stock surrendered, which gain or loss shall be capital gain or loss if the RHNB Stock was a capital asset in the hands of a shareholder. (v) Cash received by shareholders of RHNB upon the exercise of dissenters' appraisal rights will be treated as having been received in payment for such RHNB Stock surrendered, and gain or loss will be recognized in an amount equal to the difference between the cash received and the basis of the RHNB Stock surrendered, which gain or loss shall be capital gain or loss if the RHNB Stock was a capital asset in the hands of a shareholder. This opinion may not be applicable to RHNB shareholders who received their RHNB Stock pursuant to the exercise of employee stock options or otherwise as compensation or who are not citizens or residents of the United States. The foregoing opinion is addressed only to certain consequences of a nontaxable reorganization for federal income tax purposes. We have not considered the effect on this transaction, if any, of state and local taxes, sales and use taxes, or any other taxes. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the reference to this opinion under the caption "SUMMARY -- Certain Federal Income Tax Consequences", under the caption "THE MERGER -- Federal Income Tax Consequences"and elsewhere in the Proxy Statement-Prospectus. Very truly yours, /s/ BLANCHFIELD AND MOORE BLANCHFIELD AND MOORE A PROFESSIONAL CORPORATION