Exhibit 5.1

                 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]



                               August 14, 1998


Board of Directors
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska  68101

         Re: First Colorado Bancorp, Inc. 1992 Stock Option Plan
             First Colorado Bancorp, Inc. 1996 Stock Option Plan
             Post-Effective Amendment No.1 on Form S-8 to
             Commercial Federal Corporation's Registration Statement on Form S-4

Dear Board Members:

            We have acted as special counsel to Commercial Federal
Corporation, a Nebraska corporation (the "Company"), in connection with the
preparation of Post-Effective Amendment No.1 on Form S-8 to the Company's
Registration Statement on Form S-4 (Registration No. 333-49967) filed with
the Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to 1,073,967 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company
which may be issued pursuant to the exercise of stock options granted under
the First Colorado Bancorp, Inc. 1992 Stock Option Plan and the First
Colorado Bancorp, Inc. 1996 Stock Option Plan (the "Plans"), all as more
fully described in the Registration Statement.  You have requested the
opinion of this firm with respect to issuance of the Common Stock pursuant to
the Plans.

            We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion and based thereon, we are
of the opinion that the Common Stock when issued pursuant to the exercise of
stock options granted under the Plans will be legally issued, fully paid, and
nonassessable.
 
            We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8.


                                          Very truly yours,

                                          /s/ Wachtell, Lipton, Rosen & Katz