EXHIBIT 5.2


             [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]



                               November 14, 2001


SunTrust Capital V
SunTrust Capital VI
c/o SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia  30308


                  Re:      SunTrust Banks, Inc.
                           SunTrust Capital V
                           SunTrust Capital VI
                           Registration Statement on Form S-3

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to SunTrust Capital
V and SunTrust Capital VI (each, a "SunTrust Trust" and, together, the "SunTrust
Trusts"), each a statutory business trust created under the Business Trust Act
of the State of Delaware (12 Del. C. ss.ss. 3801, et seq.), and SunTrust Banks,
Inc. (the "Company"), a corporation organized under the laws of the State of
Georgia, in connection with the preparation of the Registration Statement on
Form S-3, filed by the Company and the SunTrust Trusts with the Securities and
Exchange Commission (the "Commission") on November 14, 2001 under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, being
hereinafter referred to as the "Registration Statement"), in connection with the
registration of preferred securities (the "Preferred Securities") of the
SunTrust Trusts, and certain other securities.

                  The Preferred Securities of each SunTrust Trust are to be
issued pursuant to an Amended and Restated Declaration of Trust of such SunTrust
Trust (each, a "Declaration" and, collectively, the "Declarations"), each such
Declaration being among the Company, as sponsor of the Trust, Bank One Delaware
Inc., as Delaware trustee (the


"Delaware Trustee"), Bank One, N.A., as institutional trustee (the
"Institutional Trustee"), and Raymond D. Fortin, Mark Chancy and Kenneth R.
Houghton, as regular trustees (together, the "Regular Trustees").

                  This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to them
in the Registration Statement.

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) the certificate of trust of each of the SunTrust
Trusts (each, a "Certificate of Trust" and, collectively, the "Certificates of
Trust") filed with the Secretary of State of the State of Delaware on November
13, 2001; (iii) the form of the Declaration of each of the SunTrust Trusts
(including the designation of the terms of the Preferred Securities of such
SunTrust Trust annexed thereto); and (iv) the form of the Preferred Securities
of each of the SunTrust Trusts. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photo static copies and the
authenticity of the originals of such copies. In making our examination of
documents executed, or to be executed, by parties other than the SunTrust
Trusts, we have assumed that such parties had, or will have, 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 that
such documents constitute valid and binding obligations of such parties. In
addition, we have assumed that the Declaration of each SunTrust Trust and the
Preferred Securities of such SunTrust Trust when executed will be in
substantially the forms reviewed by us. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers, trustees
and other representatives of the Company, the SunTrust Trusts and others.

                  Members of our firm are admitted to the bar in the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.

                  Based on and subject to the foregoing and to the other
assumptions, qualifications and limitations set forth herein, we are of the
opinion that when (i) the Registration Statement becomes effective; (ii) the
Declaration of each SunTrust Trust has been duly executed and delivered by the
parties thereto; (iii) if the Preferred Securities are to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with respect
to the Preferred Securities being sold has been duly authorized, executed and
delivered by the Company, the relevant SunTrust Trust and the other parties
there to; and (iv) the terms of the Preferred Securities of each SunTrust Trust
have been duly established in accordance with the Declaration of such SunTrust
Trust and such Preferred Securities have been


                                       2


duly executed and authenticated in accordance with the Declaration of such
SunTrust Trust and delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Preferred Securities of each SunTrust
Trust will have been duly authorized for issuance and, when issued and sold in
accordance with the applicable underwriting agreement or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be validly issued, fully paid and nonassessable, representing
undivided beneficial ownership interests in the assets of such SunTrust Trust;
and the holders of such Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We bring to your attention, however, that the holders of Preferred
Securities of each SunTrust Trust may be obligated, pursuant to the Declaration
of such SunTrust Trust, to (i) provide indemnity and/or security in connection
with and pay taxes or governmental charges arising from transfers of Preferred
Securities and (ii) provide security and indemnity in connection with the
requests of or directions to the Institutional Trustee of such SunTrust Trust to
exercise its rights and powers under the Declaration of such SunTrust Trust.

                  We hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. We also hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated and we disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable law.

                                Very truly yours,



                                /s/ Skadden, Arps, Slate,
                                    Meagher & Flom LLP


                                       3