Exhibit 5

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

                                 August 3, 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 1,009,705 shares of common stock (the
          "Common Stock")  of  the Company (the "Shares") which the Company
          proposes to issue to shareholders of Peoples Bancshares, Inc. and
          Peoples Bank & Trust Company  of  St.  Bernard 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