EXHIBIT 5.1
 
               [Smith Helms Mulliss & Moore, L.L.P. Letterhead)
                                 April 1, 1996
 
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
 
RE: Registration Statement on Form S-4 Related to 1,420,000 Shares of Common
Stock
 
Ladies and Gentlemen:
 
     We have acted as 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 April 1, 1996 related to 1,420,000 shares (the
"Shares") of the Corporation's common stock (the "Common Stock"), to be issued
by the Corporation in connection with the merger of Charter Bancshares, Inc., a
Texas corporation ("Charter"), with and into NB Holdings Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Corporation (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