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