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EXHIBIT 5.1
October 3, 2000
Bank of America Corporation
100 North Tryon Street
Charlotte, North Carolina 28255-0065
Re: Public Offering of up to $3,000,000,000 Aggregate Principal Amount of
Bank of America Corporation Senior InterNotes and Subordinated
InterNotes
Ladies and Gentlemen:
We have acted as counsel to Bank of America Corporation, a Delaware
corporation (the "Corporation"), in connection with (i) the Registration
Statement on Form S-3 ( the "Registration Statement") that is being filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), and (ii) the Prospectus constituting a part
thereof (the "Prospectus"), relating to the issuance and sale from time to time
by the Corporation of up to $3,000,000,000 in aggregate principal amount of its
Senior InterNotes and its Subordinated InterNotes (collectively referred to as
the "Notes"). The Notes are to be issued, separately or together, and are to be
sold from time to time as set forth in the Prospectus and any amendments or
supplements thereto.
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 its subsidiaries
and of public officials and such other documents as we have deemed relevant or
necessary as the basis for the opinions 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 photocopies thereof 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.
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Bank of America Corporation
October 3, 2000
Page 2
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 have been duly authorized and, when the terms of the
Notes have been established and the Notes have been completed, executed,
authenticated and delivered in accordance with the provisions of the Indenture
dated October 2, 2000 between Bank of America Corporation and The Bank of New
York, as Trustee (the "Senior Trustee"), or the Indenture dated October 2, 2000
between Bank of America Corporation and The Bank of New York, as Trustee (the
"Subordinated Trustee"), the Board Resolution (as defined in the respective
Indentures) and the Selling Agent Agreement among the Corporation and the Agents
named in Exhibit A thereto, against payment of the consideration therefor, will
constitute legal, valid and binding obligations of the Corporation subject as to
enforce ment of remedies to applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar laws affecting the rights of
creditors now or hereafter in effect, and to equitable principles that may limit
the right to specific enforcement of remedies, and further subject to 12 U.S.C.
ss. 1818(b)(6)(D) and similar bank regulatory powers and to the application of
principles of public policy.
We are licensed to practice law in the State of North Carolina. The
opinions expressed herein are limited to the Federal laws of the United States
of America, the laws of the State of North Carolina and the General Corporation
Law of the State of Delaware, and we express no opinion concerning the laws of
any other jurisdiction.
This opinion is rendered to you and for your benefit in connection with
the above transaction. This opinion may not be relied upon by you for any other
purpose and may not be relied upon by, nor may copies thereof be provided to,
any other person, firm, corporation or entity for any purposes whatsoever
without our prior written consent. Notwithstanding the foregoing, 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 Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ Smith Helms Mulliss & Moore, L.L.P.
