[Mayer, Brown & Platt Letterhead]


                                                      Exhibit 5.1

                            May 30, 1997




First National Bank of Commerce
210 Baronne Street
New Orleans, Louisiana 70112

     Re:  First National Bank of Commerce Registration
          Statement on Form S-3 (No. 333-24023)

Ladies and Gentlemen:

     We have acted as special counsel to First National Bank of Commerce, a 
national banking association (the "Bank"), in connection with the above-
referenced Registration Statement (together with the exhibits and any 
amendments thereto, the "Registration Statement"), filed by the Bank with the
Securities and Exchange Commission in connection with the registration by 
the Bank of Asset Backed Certificates (the "Certificates") to be sold from
time to time in one or more series in amounts to be determined at the time 
of sale and to be set forth in one or more Supplements (each, a "Prospectus 
Supplement") to the Prospectus (the "Prospectus") included in the Registration 
Statement.

     As described in the Registration Statement, the Certificates of each 
series will be issued by a trust (the  "Trust") to be formed by the Bank 
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing 
Agreement") by and among the Bank, as Transferor and Servicer, and The First 
National Bank of Chicago  (the "Trustee").  Each series of Certificates
issued by the Trust will include one or more classes of Certificates.  Each 
series of Certificates will be issued pursuant to a supplement to the Pooling 
and Servicing Agreement (a "Series Supplement").

     We are generally familiar with the proceedings required to be taken in 
connection with the proposed authorization, issuance and sale of the 
Certificates, and in order to express the opinion hereinafter stated, we have
examined copies of the Registration Statement, including the forms of Pooling 
and Servicing Agreement and Series Supplement (together, the "Operative
Documents") included as exhibits to the Registration Statement.  We have 
examined such other documents and such matters of law, and we have satisfied 
ourselves as to such matters of fact, as we have considered relevant for 
purposes of this opinion.

     On the basis of the foregoing and on the basis of our examination of the 
Bank's Articles of Association and By-Laws, it is our opinion that, with 
respect to Certificates of any series, when, as and if (i) the Registration 
Statement becomes effective pursuant to the provisions of the Securities Act 
of 1933, as amended, (ii) the amount, price, interest rate and other 
principal terms of such Certificates have been duly approved by the Board of 
Directors of the Bank, (iii) the Operative Documents relating thereto have 
each been duly completed, executed and delivered by the parties thereto 
substantially in the form we have examined, duly reflecting the terms
established as described above, and (iv) such Certificates have been duly 
issued by the Trust and authenticated by the Trustee all in accordance with 
the terms and conditions of the Operative Documents and sold by the Trust or 
the Bank in the manner described in the Registration Statement, such 
Certificates will have been duly authorized by all necessary action of the 
Trustee on behalf of the Trust and will have been legally issued and will be 
enforceable in accordance with their terms and entitled to the benefits of the 
Operative Documents except as the same may be limited by bankruptcy, 
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally (including, without limitation, 
the determination pursuant to 12 USC Section 1821(e) of any liability for the 
disaffirmance or repudiation of any contract) or the relief of debtors, as 
may be in effect from time to time, or by general principles of equity.

     We wish to advise you that we are members of the bar of the State of New 
York and the opinions expressed herein are limited to the laws of the State of 
New York and the Federal laws of the United States.

     We hereby consent to the filing of this opinion and our related opinion 
with respect to certain tax matters as Exhibits 5.1 and 8.1 to the Registration 
Statement, and to the reference to our firm in the Prospectus under the 
captions "PROSPECTUS SUMMARY -- Tax Status," "U.S. FEDERAL INCOME TAX 
CONSEQUENCES" and "LEGAL MATTERS."In giving such consent, we do not admit 
that we are "experts" within the meaning of the term used in the
Securities Act of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission issued thereunder, with respect to any part 
of the Registration Statement, including this opinion as an exhibit or 
otherwise.

                                   Sincerely,

                                   /s/ Mayer, Brown & Platt

                                   MAYER, BROWN & PLATT