EXHIBIT 5
                          Jones, Walker
                       Waechter, Poitevent
                    Carrere & Denegre, L.L.P.
                    

                          April 23, 1997


First Commerce Corporation
210 Baronne Street
New Orleans, Louisiana  70112

Gentlemen:

     We have acted as counsel for First Commerce Corporation, a  Louisiana 
corporation  (the  "Company"), in  connection with  the  preparation  of a 
Registration Statement on  Form S-8 (the  "Registration Statement") to  be 
filed by the Company with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering by the Company of up to 1,100,000 shares (the "Shares") of common 
stock,  $5.00  par value  ("Common Stock"), to  certain  of its  employees 
pursuant to  the terms  of the 1997  Stock Option Plan (the "Plan") of the
Company.

     Based upon  the foregoing and  upon examination of such matters as we
deem  necessary in  order to  furnish this  opinion, we are of the opinion 
that the  Shares have been duly authorized and,  when issued for  at least 
par value  upon  the terms  described in  the  Plan and  the  Registration 
Statement,  will  be  validly  issued  and  outstanding,  fully  paid  and 
nonassessable.

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

                                 Very truly yours,

                                 JONES, WALKER, WAECHTER, POITEVENT, 
                                   CARRERE & DENEGRE, L.L.P.


                                By:  /s/ Margaret F. Murphy
                                   ----------------------------------
                                       Margaret F. Murphy, Partner