EXHIBIT 5.1



                                  June 2, 2004


SunTrust Banks, Inc.
303 Peachtree Street, NE
Atlanta, GA  30308

         Re: SunTrust Banks, Inc. Registration Statement (File No. 333-____)

Ladies and Gentlemen:

         I have acted as counsel to SunTrust Banks, Inc., a Georgia corporation
("SunTrust"), in connection with the Registration Statement on Form S-4, File
No. 333-____ (the "Registration Statement") filed by SunTrust with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act").

         The Registration Statement relates to the proposed issuance (the "Stock
Issuance") by SunTrust of up to 83,845,637 shares of SunTrust common stock, par
value $1.00 per share (the "Common Stock"), to the shareholders of National
Commerce Financial Corporation ("NCF"), pursuant to the Agreement and Plan of
Merger, dated as of May 7, 2004, by and between SunTrust and NCF (the "Merger
Agreement"), whereby NCF will merge with and into SunTrust (the "Merger").

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the following
documents:

         (i) the Registration Statement, as amended to the date hereof;

         (ii)  the Merger Agreement and any amendments thereto;

         (iii) the Articles of Incorporation of SunTrust, as amended to the date
hereof and currently in effect;

         (iv) the Amended and Restated Bylaws of SunTrust, as amended to the
date hereof and currently in effect;

         (v) certain resolutions of the Board of Directors of SunTrust with
respect to the Merger Agreement, the Registration Statement and the issuance of
the shares of Common Stock contemplated thereby; and

         (vi) a specimen certificate representing the Common Stock.

         I also have examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of SunTrust and such agreements,
certificates of public officials, certificates of officers or other
representatives of SunTrust and others, and such other documents, certificates
and records as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.

June 2, 2004
Page 2

         In my examination, I have assumed the legal capacity of natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of executed documents, I have assumed that such parties thereto, other than
SunTrust, its directors and officers, had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinion expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of officers and other representatives of
SunTrust and others.

         For purposes of this opinion, I have also assumed that, prior to the
issuance of any of the shares of the Common Stock: (i) the Registration
Statement, as finally amended, will have become effective under the Securities
Act and (ii) the certificates representing the shares of Common Stock will have
been duly executed by an authorized officer of the transfer agent for the Common
Stock and will have been registered by the registrar for the Common Stock and
will conform to the specimen thereof examined by me.

         I am a member of the Bar of the State of Georgia, and accordingly, do
not express any opinion as to the laws of any jurisdiction other than the
corporate laws of the State of Georgia.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that, subject to the approval of
the shareholders of SunTrust of the Stock Issuance, all necessary corporate
action on the part of SunTrust has been taken to authorize the issuance of the
Common Stock in connection with the Merger, and when the Registration Statement
has been declared effective by order of the Securities and Exchange Commission
(the "Commission") and the Common Stock has been issued in accordance with the
terms and conditions set forth in the Registration Statement and the Merger
Agreement, the Common Stock will be legally and validly issued, fully paid and
nonasssessable.

         I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and to the use of my name under the
caption "Legal Matters" in the Joint Proxy Statement-Prospectus included in the
Registration Statement.

                                            Very truly yours,

                                            /s/ Raymond D. Fortin
                                            -----------------------------
                                            Raymond D. Fortin, Esq.