SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 23, 1996
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
Registrant's telephone number, including area code)
The sole purpose of filing this amendment to the Form 8-K dated
September 18, 1996 and accepted by the Securities and Exchange
Commission on September 20, 1996 is to include Exhibit 5.1, the
opinion of Smith Helms Mulliss & Moore, L.L.P., which was omitted
from the original filing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Smith Helms Mulliss & Moore,
L.L.P., regarding legality of the Notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: CHARLES M. BERGER
Associate General Counsel
Dated: September 23, 1996
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
(704)343-2000
September 23, 1996
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065
Re: Public Offering of $500,000,000
Aggregate Principal Amount of 7-1/2% Senior Notes, due
2006
Ladies and Gentlemen:
We have acted as counsel for NationsBank Corporation, a
North Carolina corporation (the "Corporation"), in connection
with (a) the issuance of $500,000,000 in aggregate principal
amount of its 7-1/2% Subordinated Notes, due 2006 (the "Notes")
and (b) the Registration Statement on Form S-3, Registration No.
33-63097, as amended (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 November 24,
1995 constituting a part of the Registration Statement, as
supplemented by the Prospectus Supplement dated September 18,
1996 filed with the Commission pursuant to Rule 424(b)
promulgated under the Act, relating to the Notes (the "Prospectus
Supplement").
As such counsel, we have examined and are familiar with the
originals or photocopies or certified copies of such records of
the Corporation, certificates of officers of the Corporation, and
public officials, and such other documents as we have deemed
relevant or necessary as the basis for the opinion set forth
below. In such examination, 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, 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 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 The Bank
of New York, 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.
We are licensed to practice law only in the State of North
Carolina and the United States of America. 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,
SMITH HELMS MULLISS & MOORE, L.L.P.
