EXHIBIT 5

                             OPINION AND CONSENT OF
                            JERRY W. POWELL, ESQUIRE

 
                                                                       EXHIBIT 5


                               December 18, 1997



Board of Directors
Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233

     Re:  Compass Bancshares, Inc. -- Registration of 1,800,000 Shares of Common
          Stock, $2.00 Per Share Par Value, on Securities and Exchange
          Commission Form S-4

Gentlemen:

     In connection with the registration under the Securities Act of 1933, as
amended, of 1,800,000 shares of common stock, $2.00 per share par value (the
"Company Stock") of Compass Bancshares, Inc., a Delaware corporation (the
"Company"), for issuance and sale in the manner described in the Company's
registration statement on Form S-4 filed with the Securities and Exchange
Commission, to which this opinion is an exhibit (the "Registration Statement"),
I, as General Counsel to the Company, have examined such corporate records,
certificates and other documents as I have considered necessary or appropriate
for the purposes of this opinion.

     On the basis of the foregoing, I am of the opinion that the shares of the
Company Stock offered pursuant to the Registration Statement have been duly and
validly authorized and are, or when issued in accordance with appropriate
corporate proceedings and the terms of the respective governing documents will
be, duly and validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                         Yours very truly,


                                         /s/ Jerry W. Powell
                                         ----------------------------
                                         Jerry W. Powell
                                         General Counsel