Exhibit 5
| | 500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
(313) 222-3432 |
August 14, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| | | RE: COMERICA INCORPORATED — REGISTRATION STATEMENT ON FORM S-8 |
Dear Sir/Madam:
I am Senior Vice President, Assistant Secretary and General Counsel-Investment Bank and Corporate Finance to Comerica Incorporated, a Delaware corporation (the “Corporation”). This opinion is being rendered with respect to the registration statement on Form S-8 filed by the Corporation with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 (the “Act”), as amended, 3,400,000 shares of Common Stock, $5.00 par value, of the Corporation (the “Securities”). The Securities are to be issued under the Comerica Incorporated First Amended and Restated Employee Stock Purchase Plan (the “Plan”).
I have examined such certificates, instruments, and documents and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion, and, on the basis of such examination and review, I advise you that, in my opinion:
The Securities have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the registration statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Mark W. Yonkman
Mark W. Yonkman, Esquire
Senior Vice President,
Assistant Secretary and
General Counsel-Investment
Bank and Corporate Finance
Comerica Incorporated
