[CORRERO, FISHMAN & CASTEIX, L.L.P. LETTERHEAD]



                                    July 28, 1995



          First Commerce Corporation
          210 Baronne Street
          New Orleans, LA 70112

          Gentlemen:

               We  have  acted as counsel for First Commerce Corporation, a
          Louisiana corporation  (the  "Company"),  in  connection with the
          Company's  Registration Statement on Form S-4 (the  "Registration
          Statement")  covering up to 6,792,453 shares of common stock (the
          "Common Stock")  of the Company (the "Shares"), which the Company
          proposes to issue  to  shareholders  of  Central  Corporation  in
          accordance  with  the  Agreement  and Plan of Merger (the "Plan")
          described in the Registration Statement.

               For the purposes of the opinions  expressed  below,  we have
          examined  the  Registration Statement, the Plan, the Articles  of
          Incorporation, as  amended,  and  By-laws,  as  amended,  of  the
          Company,  resolutions  adopted  by  the  Board  of  Directors and
          Executive  Committee of the Company and such other documents  and
          sources of law  as we considered necessary to render the opinions
          hereinafter expressed.

               On the basis  of  the  foregoing, we are of the opinion that
          the proposed issuance of the  Shares  has been duly authorized by
          all  necessary corporate action, and such  Shares,  if  and  when
          issued  in accordance with the terms of the Plan, will be validly
          issued, fully paid and non-assessable.

               We hereby  consent  (i)  to  be  named  in  the Registration
          Statement  under the heading "Legal Matters" as counsel  for  the
          Company and  (ii)  to the filing of this opinion as an Exhibit to
          the Registration Statement.   In so doing we do not admit that we
          are "experts" within the meaning of the Securities Act of 1933.

                                        Yours sincerely,



                                        /s/ Anthony J. Correro, III
                                        Anthony J. Correro, III