[NationsBank Letterhead] EXHIBIT 5.1
November 12, 1996
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Re: Registration Statement on Form S-4 Related to the
Acquisition of Boatmen's Bancshares, Inc.
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Ladies and Gentlemen:
I have acted as counsel to NationsBank Corporation, a North Carolina
corporation (the "Corporation"), in connection with the preparation and
filing of a Registration Statement on Form S-4 (the "Registration
Statement") relating to the issuance of up to: (i) 104,351,996 shares
of the Corporation's Common Stock (the "Common Stock"), (ii) 233,971
shares of the Corporation's Cumulative Convertible Preferred Stock,
Series A, and 9,743,539 Depositary Shares relating thereto
(collectively, the "Series A Preferred Stock"), and (iii) 9,487 shares
of the Corporation's 7% cumulative Redeemable Preferred Stock, Series
B (the "Series B Preferred Stock" and, together with the Common Stock
and the Series A Preferred Stock, the "Securities") to be issued by the
Corporation in connection with the merger of Boatmen's Bancshares, Inc.
with and into a wholly owned subsidiary of the Corporation.
In rendering this opinion, I have examined such corporate records and
other documents, and I have reviewed such matters of law, as I have
deemed necessary or appropriate. Based on the foregoing. I am of the
opinion that the Securities are legally authorized and, when the
Registration Statement has been declared effective by order of the
Securities and Exchange Commission and the Securities have been issued
and paid for upon the terms and conditions set forth in the
Registration Statement, the Securities will be validly issued, fully
paid and nonassessable.
NationsBank Corporation
November 12, 1996
Page 2
I hereby consent to be named in the Registration Statement and in the related
joint proxy statement - prospectus contained therein as the attorney who passed
upon the legality of the Securities, and to the filing of a copy of this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Paul J. Polking
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Paul J. Polking
Executive Vice President
and General Counsel