SMITH HELMS MULLISS & MOORE, L.L.P.
ATTORNEYS AT LAW
CHARLOTTE, NORTH CAROLINA
EXHIBIT 5.1
GREENSBORO MAILING ADDRESS STREET ADDRESS RALEIGH
MAILING ADDRESS POST OFFICE BOX 31247 227 NORTH TRYON STREET MAILING ADDRESS
POST OFFICE BOX 21927 CHARLOTTE, N.C. 28231-1247 CHARLOTTE, N.C. 28202 POST OFFICE BOX 27525
GREENSBORO, N.C. 27420-1927 RALEIGH, N.C. 27611-7525
TELEPHONE 704/343-2000
STREET ADDRESS FACSIMILE 704/334-8467 STREET ADDRESS
SUITE 1400 316 WEST EDENTON STREET
300 NORTH GREEN STREET RALEIGH, N.C. 27603
GREENSBORO, N.C. 27401
TELEPHONE 919/755-8700
TELEPHONE 910/378-5200 FACSIMILE 919/828-7938
FACSIMILE 910/379-9558
WRITER'S DIRECT DIAL
August 23, 1994
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
RE: Registration Statement on Form S-4 Related to 4,500,000 Shares of Common
Stock
Ladies and Gentlemen:
We have acted as special counsel to NationsBank Corporation, a North
Carolina corporation (the "Corporation"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to the Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") on August 23, 1995 related to
4,500,000 shares (the "Shares") of the Corporation's common stock (the "Common
Stock"), to be issued by the Corporation in connection with the merger of
Intercontinental Bank, a Florida state-chartered commercial bank ("ICBK"), with
and into Intercontinental Bank, N.A., a wholly owned national banking
association subsidiary of the Corporation in the process of formation (the
"Merger"). This opinion letter is Exhibit 5.1 to the Registration Statement.
In rendering this opinion, we have reviewed resolutions of the Board of
Directors of the Corporation approving the Merger and issuance of the Shares.
Based on the foregoing, we are of the opinion that the Shares are legally
authorized, and when the Registration Statement shall have been declared
effective by order of the Commission and such Shares shall have been issued upon
the terms and conditions set forth in the Registration Statement, then the
Shares shall be validly issued, fully paid and nonassessable.
We hereby consent (1) to be named in the Registration Statement and in the
prospectus contained therein as attorneys who passed upon the legality of the
Shares and (2) to the filing of a copy of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P