Paul J. Polking
Executive Vice President and General Counsel
[Bank of America Corporation letterhead]
Exhibit 5.1
January 12, 2001
Board of Directors
Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina 28255
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of up to 30,000,000 shares (the "Shares") of the common stock of
Bank of America Corporation (the "Common Stock") to be issued pursuant to the
terms of the Bank of America Corporation Key Employee Stock Plan (the "Plan"),
members of my staff and I have examined such corporate records and other
documents, including the Registration Statement on Form S-8 (the "Registration
Statement") and Prospectus relating to the Shares, and have reviewed such
matters of law as we have deemed necessary or appropriate for this opinion. We
have also examined two prior Bank of America Corporation Registration Statements
on Form S-8 (Registration Nos. 33-60695 and 333-58657) relating to the issuance
of up to an aggregate of 68,000,000 shares of Common Stock pursuant to the Plan.
Based on such examination and review, it is my opinion that the Shares have been
duly and validly authorized and, when issued and paid for in accordance with and
upon the terms and conditions of the Plan, will be validly issued, fully paid
and nonassessable.
I consent to be named in the Registration Statement as the attorney who passed
upon the legality of the Shares, and to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Paul J. Polking
Paul J. Polking
