The Board of Directors
Synovus Financial Corp.
P.O. Box 120
Columbus, GA  31902

We consent to the use of our tax  opinion  included  herein as Appendix C and to
the  reference to our firm under the heading of "Experts"  and "Tax  Opinion" in
the prospectus.

Memphis, Tennessee
August 5, 1998


                                  Exhibit 23.3