EXHIBIT 8.1


                       [Bass, Berry & Sims PLC Letterhead]

                                 ________, 2004

National Commerce Financial Corporation
One Commerce Square
Memphis, TN  38150

Ladies & Gentlemen:

         We have acted as counsel to National Commerce Financial Corporation, a
Tennessee corporation (the "Company"), in connection with the proposed merger
(the "Merger") of the Company with and into SunTrust Banks, Inc., a Georgia
corporation ("STI"), with STI surviving as defined and described in the
Agreement and Plan of Merger dated as of May 7, 2004 (the "Merger Agreement"),
by and between STI and the Company. We are rendering our opinion as set forth
below at your request, and in connection with the filing of the registration
statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), which includes the proxy statement of the
Company and the prospectus of STI (the "Proxy Statement/Prospectus"). Unless
otherwise indicated, each capitalized term used herein has the meaning ascribed
to it in the Merger Agreement.

         In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Merger Agreement, the Registration Statement, the Proxy
Statement/Prospectus, and such other documents and corporate records as we have
deemed necessary or appropriate in order to enable us to render the opinion
below. For purposes of this opinion, we have assumed (i) that the documents and
corporate records that we have examined and the facts and representations
concerning the parties and/or the Merger that are contained in the Merger
Agreement or that have come to our attention during our engagement are valid,
accurate and complete, and (ii) that the Merger will be consummated in the
manner described in the Merger Agreement and the Proxy Statement/Prospectus. In
rendering the opinion set forth below, we have relied upon certain written
representations of STI and the Company. We have assumed that all facts,
statements and representations will continue to be complete and accurate as of
the Effective Time.

         In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), United States
Treasury Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service (the "IRS"),
and such other authorities as we have considered relevant. It should be noted
that statutes, regulations, judicial decisions, and administrative
interpretations are subject to change at any time (possibly with retroactive
effect). A change in the authorities or the accuracy or completeness of any of
the information, documents, corporate records, covenants, statements,
representations, or assumptions on which our opinion is based could affect our
conclusions. There can be no assurances that the tax consequences described
below will be accepted by the IRS or, if challenged, by a court.

         The value of the merger consideration per share of the Company's common
stock that the Company's shareholders will receive in the Merger will be equal
to the sum of (1) .3713 multiplied by the average of the closing stock prices
for the STI common stock during the five trading days ending the day before the
completion of the merger and (2) $8.625. Because the value of the merger
consideration will fluctuate prior to the Merger date, we have assumed, for
purposes of this opinion, that the trading price of the STI common stock issued
as merger consideration will be greater than $24.00 per share at the time of the
Merger.


National Commerce Financial Corporation
       , 2004
-------
Page 2


         Based upon and subject to the assumptions set forth above, we are of
the opinion that the Merger will, under current law, constitute a reorganization
within the meaning of Section 368(a) of the Code.

         The foregoing opinion does not address all of the United States federal
income tax consequences of the Merger. We express no opinion as to the United
States federal, state, local, foreign, or other tax consequences, other than as
set forth herein. No opinion is to be inferred or implied beyond the matters
expressly so stated. No opinion is expressed as to any transaction other than
the Merger (whether or not undertaken in connection with the Merger) or as to
any transaction whatsoever, including the Merger, if all the transactions
described in the Merger Agreement are not consummated in accordance with the
terms of such Merger Agreement and without waiver or breach of any material
provision thereof or if all of the statements, representations, warranties and
assumptions upon which we relied are not true and accurate at all relevant
times. In the event any one of the statements, representations, warranties or
assumptions upon which we have relied to issue this opinion is incorrect, our
opinion might be adversely affected and may not be relied upon.

         This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes (including
changes that have retroactive effect) (i) in applicable law or (ii) in any
information, document, corporate record, covenant, statement, representation or
assumption stated herein which becomes untrue or incorrect. This letter is
furnished only to you in connection with the Merger and solely for your benefit
in connection therewith and may not be used or relied upon for any other purpose
and may not be circulated, quoted or otherwise referred to any other purpose
without our express written permission.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the use of our name
in the Registration Statement in connection with our rendering this opinion. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 or the Securities Act or the
rules and regulations of the Commission thereunder.

                                                     Very truly yours,



                                                     Bass, Berry & Sims PLC