SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
Tel (704)343-2000
Fax (704)334-8467


March 17, 1998



NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065

Re: Public Offering of $400,000,000 Aggregate Principal Amount of
6.80% Subordinated Notes, due 2028

Ladies and Gentlemen:

We have acted as counsel to NationsBank Corporation, a North Carolina
corporation (the "Corporation"), in connection with (i) the issuance of
$400,000,000 in aggregate principal amount of its 6.80% Subordinated Notes,
due 2028 (the "Notes") and (ii) the Registration Statement on
Form S-3, Registration No. 333-13811 (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with respect to $3,000,000,000
aggregate principal amount of the Corporation's unsecured debt securities,
shares of its preferred stock and shares of its common stock and the
Prospectus dated December 19, 1996 constituting a part thereof, as supplemented
by the Prospectus Supplement dated March 17, 1998, filed with the Commission
pursuant to Rule 424(b) under the Act, relating to the Notes.

As such counsel, we have examined and are familiar with such original or
photocopies or certified copies of such records of the Corporation and its
subsidiaries, certificates of officers of the Corporation and of public
officials and such other documents as we have deemed relevant or
necessary as the basis for the opinion set forth below. In such examinations,
we have assumed the legal capacity of natural persons, the genuineness of
all signatures on, and the authenticity of, all documents submitted to us
as originals and the conformity to original documents of all documents
submitted to us as certified copies or photocopies and the authenticity of
the originals of such copies. We have also relied upon statements of fact
contained in documents that we have examined in connection with our
representation of the Corporation.

Based solely upon the foregoing, and in reliance thereon, and subject to
the limitations, qualifications and exceptions set forth below, we are of
the opinion that the Notes, when executed, issued and delivered by the
Corporation to The Bank of New York for authentication in accordance with
the Indenture dated as of January 1, 1995 between the Corporation and First
Trust of New York, National Association, successor to BankAmerica National
Trust Company, as trustee (the "Indenture"), authenticated and delivered by
The Bank of New York, as issuing and paying agent, in accordance with the
Indenture and paid for, all as contemplated in the Board Resolution or
Company Order (as each is defined in the Indenture), will have been validly
authorized and issued under the Indenture and will constitute valid and
legally binding obligations of the Corporation.

In rendering this opinion, we are not expressing an opinion as to the
laws of any jurisdiction other than the State of North Carolina and the
United States of America, and we assume no responsibility as to the
applicability of the laws of any other jurisdiction.


We hereby consent to be named in the Registration Statement as attorneys
who passed upon the legality of the Notes and to the filing of a copy of
this opinion as part of the Corporation's Current Report on Form 8-K to be
filed for the purpose of including this opinion as part of the Registration
Statement.


Very truly yours,


/s/ SMITH HELMS MULLISS & MOORE, L.L.P.