Exhibit (8)

                       [LETTERHEAD OF SULLIVAN & CROMWELL]
                                                                October 24, 2001

Wachovia Corporation
      One First Union Center
           Charlotte, North Carolina 28288

Dear Sirs:

     We have acted as your counsel in connection with the registration under the
Securities Act of 1933 (the "Act") of $4,875,000,000 aggregate amount of debt
securities assumed by Wachovia Corporation (the "Company"). We hereby confirm to
you that our opinion is as set forth under the caption "United States Taxation"
in the prospectus (the "Prospectus"), included in the related Registration
Statement on Form S-3 filed by the Company with the Securities and Exchange
Commission (the "Registration Statement") on October 24, 2001.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference



Wachovia Corporation                                                         -2-

to us under the heading "United States Taxation" in the Prospectus. In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act.

                                       Very truly yours,

                                       /S/ SULLIVAN & CROMWELL