EXHIBIT 8.1
                 [Letterhead of Wachtell, Lipton, Rosen & Katz]
                                October 11, 1995
NationsBank Corporation
100 North Tryon Street
Charlotte, North Carolina 28255
Bank South Corporation
55 Marietta Street
Atlanta, Georgia 30303
Ladies/Gentlemen:
     We have acted as special counsel to NationsBank Corporation, a North
Carolina corporation ("NationsBank"), in connection with the proposed merger
(the "Merger") of Bank South Corporation, a Georgia corporation ("Bank South")
with and into NationsBank, upon the terms and conditions set forth in the
Agreement and Plan of Merger (the "Agreement") dated as of September 4, 1995 by
and between NationsBank and Bank South. At your request, and pursuant to Section
9.1(g) of the Agreement, we are rendering our opinion concerning the material
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 Bank South, 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 of Bank
South (copies of which are attached hereto and which are incorporated herein by
reference), and we have assumed that such certificates will be complete and
accurate as of the Effective Time. Any capitalized term used and not defined
herein has the meaning given to it in the Proxy Statement-Prospectus of
NationsBank and Bank South, as amended through the date hereof (the "Proxy
Statement-Prospectus").
     We have also assumed that the transactions contemplated by the Agreement
will be consummated in accordance with the Agreement and as described in the
Proxy Statement-Prospectus and that the Merger will qualify as a statutory
merger under the applicable laws of Georgia and North Carolina.
     Based upon and subject to the foregoing, it is our opinion that, under
presently applicable law, the Merger will constitute a reorganization with the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and
that accordingly the following will be all the material federal income tax
consequences of the Merger:
          (i) No gain or loss will be recognized by the stockholders of Bank
     South upon the exchange in the Merger of their shares of Bank South Common
     Stock into shares of NationsBank Common Stock pursuant to the terms of the
     Merger to the extent of such conversion.
          (ii) The tax basis of the shares of NationsBank Common stock into
     which shares of Bank South Common Stock are converted pursuant to the
     Merger, including any fractional interest, will be the same as the basis of
     the shares of Bank South Common Stock exchanged therefor.
          (iii) The holding period for shares of NationsBank Common Stock,
     including any fractional interest, into which shares of Bank South Common
     Stock are converted will include the period that such shares of Bank South
     Common Stock were held by the holder, provided such shares were a capital
     asset of the holder.
          (iv) The receipt of cash in lieu of a fractional share of NationsBank
     Common Stock will be treated as if a Bank South shareholder were issued
     such stock and then had such stock redeemed, and will generally result in
     recognition of gain or loss equal to the difference between the amount of
     cash received and the holder's basis in the fractional share, as determined
     above. The gain or loss will be capital gain or loss if the Bank South
     Common Stock were held as capital assets, and will be long-term capital
     gain or loss if the holding period for the fractional shares, as determined
     above, was more than one year.
 
          (v) No gain or loss will be recognized by NationsBank or Bank South
     solely as a result of the Merger.
     This opinion may not be applicable to Bank South stockholders who received
their Bank South Common Stock pursuant to the exercise of employee stock options
or otherwise as compensation or who are not citizens or residents of the United
States.
     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement on Form S-4 in
respect of the shares of NationsBank Common Stock to be issued in connection
with the Merger, and to the reference to this opinion under the caption "Certain
Federal Income Tax Consequences" and elsewhere in the Proxy Statement-Prospectus
included therein. In giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities of 1933, as amended.
                                         Very truly yours,
 
                                         /s/ WACHTELL, LIPTON, ROSEN & KATZ