EXHIBIT 5.1


                                November 14, 2001



SunTrust Banks, Inc.
303 Peachtree Street N.E.
Atlanta, Georgia 30308

Ladies and Gentlemen:

         We have acted as counsel to SunTrust Banks, Inc., a Georgia corporation
(the "Company"), in connection with the registration, pursuant to a Registration
Statement on Form S-3 filed today with the Securities and Exchange Commission
(the "Registration Statement") by the Company, SunTrust Capital V, a Delaware
statutory business trust ("Trust V"), and SunTrust Capital VI, a Delaware
statutory business trust ("Trust VI") and together with Trust V, the "Trusts,"
and together with the Company, the "Registrants") under the Securities Act of
1933, as amended, of (i) preferred securities representing beneficial ownership
interests in the assets of each Trust (the "Preferred Securities") to be issued
by the Trusts, (ii) subordinated debt securities consisting of debentures, notes
or other evidences of indebtedness to be issued by the Company (the
"Subordinated Debt Securities") and (iii) the unconditional and irrevocable
guarantee by the Company of the obligations of each Trust under the Preferred
Securities to be issued by the Trusts (the "Guarantees").

         In our capacity as such counsel, we have reviewed (i) the Registration
Statement, (ii) the form of Indenture (the "Indenture") to be entered into by
the Company and Bank One, N.A., as trustee (the "Trustee"), relating to the
Subordinated Debt Securities and filed as an exhibit to the Registration
Statement, and (iii) the form of Preferred Securities Guarantee Agreement (the
"Guarantee Agreement") to be entered into by the Company and the Trustee, as
Guarantee Trustee, relating to the Guarantees and filed as an exhibit to the
Registration Statement.

         We have also reviewed such matters of law and examined original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed. In such review, we have assumed the genuineness
of signatures on all documents submitted to us as originals, the conformity to
original documents of all copies submitted to us as certified, conformed or
photographic copies, and, as to certificates of public officials, we have
assumed the same to be accurate and to have been given properly. We have relied,
as to the matters set forth therein, on certificates of public officials, and we
have assumed the same to have been properly given and to be accurate.





SunTrust Banks, Inc.
November 14, 2001
Page 2



         We have assumed that the execution and delivery of, and the performance
of all obligations under, the Indenture and the Guarantee Agreement have been
duly authorized by all requisite action by each party thereto, and that such
documents, when executed and delivered by the parties thereto, will have been
duly executed and delivered by the parties thereto, in substantially the same
form as they have been provided to us, and will be valid and binding agreements
of the parties thereto (other than the Company) enforceable against the parties
thereto (other than the Company) in accordance with their respective terms.

         This opinion is limited in all respects to the laws of the State of New
York, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect that such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.

         Based upon and subject to the foregoing, we are of the opinion that:

                  1.       The Subordinated Debt Securities to be issued under
         the Indenture, when the definitive terms and provisions thereof have
         been duly established and when duly executed and delivered by the
         Company and authenticated by the Trustee in accordance with the
         Indenture and delivered to and paid for by the purchasers thereof, will
         constitute valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms, subject, as to the
         enforcement of remedies, to bankruptcy, insolvency, reorganization,
         moratorium and similar laws affecting the rights and remedies of
         creditors generally and to the effect of general principles of equity.

                  2.       The Guarantees to be issued pursuant to the Guarantee
         Agreement, when the Guarantee Agreement has been duly executed and
         delivered by the Company and the Trustee, will constitute valid and
         binding obligations of the Company, enforceable against the Company in
         accordance with their terms, subject to the enforcement of remedies, to
         bankruptcy, insolvency, reorganization, moratorium and similar laws
         affecting the rights and remedies of creditors generally and to the
         effect of general principles of equity.

         This opinion is given as of the date hereof, and we assume no
obligation to update this opinion to reflect any fact or circumstance that may
hereafter come to our attention or any change in any law or regulation that may
hereafter occur.





SunTrust Banks, Inc.
November 14, 2001
Page 3


         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.


                                Very truly yours,



                                /s/ King & Spalding