FORM OF
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
TAX OPINION

[DATE]

Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202

Ladies and Gentlemen:


     We have acted as counsel to Barnett Banks, Inc., a Florida corporation
("Barnett"), in connection with the contemplated merger (the "Merger") under the
laws of the States of Florida and Delaware of Barnett with and into NB Holdings
Corporation ("NB Holdings"), a Delaware corporation and a wholly-owned
subsidiary of NationsBank Corporation, a North Carolina corporation
("NationsBank"), pursuant to the Agreement and Plan of Merger, dated as of
August 29, 1997, by and between Barnett and NationsBank, as amended (the "Merger
Agreement"). The delivery of this opinion, dated as of the Effective Time, is a
condition to the Merger pursuant to Section 7.08 of the Merger Agreement.(1)

     In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to
our satisfaction, of the Merger Agreement, the Registration Statement, and 
such other documents as we have deemed necessary or appropriate as a basis for
the opinion set forth below. In addition, we have relied upon certain
statements, representations and agreements made by Barnett, NationsBank and
others, including representations set forth in letters dated the date hereof
from officers of Barnett and NationsBank (the "Representation Letters"). Our
opinion is conditioned on, among other things, the initial and continuing
accuracy of the facts, information, covenants and representations set forth in
the documents referred to above and the statements, representations and
agreements made by Barnett and NationsBank, including those set forth in the
Representation Letters.

          In our examination we have assumed the genuineness of all 
signatures, the legal capacity of natural persons, the authenticity of all 
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the 
authenticity of the originals of such documents. We also have assumed that the 
transactions related to the Merger or contemplated by the Merger Agreement 
will be consummated in accordance with the Merger Agreement and as described 
in the Registration Statement, and that the Merger qualifies as a statutory 
merger under the laws of the States of Florida and Delaware.

          In rendering our opinion, we have considered applicable provisions 
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury 
Regulations promulgated thereunder (the "Regulations"), pertinent judicial 
authorities, rulings of the Internal Revenue Service and such other authorities
as we have considered relevant. It should be noted that such laws, Code, 
Regulations, judicial decisions and administrative interpretations are subject 
to change at any time and, in some circumstances, with retroactive effect.
A material change in any of the authorities upon which our opinion is based
could affect our conclusions herein.

Opinion

          Based solely upon the foregoing, we are of the opinion that
the Merger will be treated, under current law, as a reorganization within the
meeting of section 368(a) of the Code and that, accordingly, for United States
federal income tax purposes:

         (i) No gain or loss will be recognized by NationsBank, NB Holdings or
Barnett as a result of the Merger;


___________________
1    Unless otherwise indicated, all defined terms used herein shall have the
     meanings assigned to them in NationsBank's Registration Statement on Form
     S-4 (the "Registration Statement") filed in connection with the Merger
     with the Securities and Exchange Commission under the Securities Act of
     1933, as amended.

Barnett Banks, Inc.
[DATE]
Page 2


        (ii) No gain or loss will be recognized by the holders of Barnett
Common Stock who exchange all of their Barnett Common Stock solely for 
NationsBank Common Stock pursuant to the Merger (except with respect to cash
received in lieu of a fractional share interest in NationsBank Common Stock);
and

       (iii) The aggregate tax basis of the NationsBank Common Stock received by
holders of Barnett Common Stock who exchange all of their Barnett Common Stock
solely for NationsBank Common Stock pursuant to the Merger will be the same as
the aggregate tax basis of the Barnett Common Stock surrendered in exchange 
therefor (reduced by any amount allocable to a fractional share interest 
in NationsBank Common Stock for which cash is received).

        The foregoing opinion may not be applicable to shareholders of
Barnett with respect to Barnett Common Stock which was acquired pursuant
to the exercise of employee stock options or rights or otherwise as 
compensation.

        Except as set forth above, we express no other opinion. We disclaim
any undertaking to advise you of any subsequent changes of the facts stated
or assumed herein or any subsequent changes in applicable law. We are
furnishing this opinion to you solely in connection with Section 7.08 of the
Merger Agreement. This opinion is solely for your benefit and is not to be
used, circulated, quoted or otherwise referred to for any purpose without our
express written permission.

                                                    Very truly yours,


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