Exhibit 5.0

      [LETTERHEAD OF BROOKS, PIERCE, McLENDON, HUMPHREY & LEONARD, L.L.P.]

                                                                  (336) 271-3112


                                 March 11, 2003



Board of Directors
First Commerce Corporation
301 South McDowell Street
Charlotte, NC 28204

Re:  First Commerce  Corporation Omnibus Stock and Incentive Plan - Registration
     Statement on Form S-8 with  Respect to the Offering of up to 47,914  Shares
     of Common Stock

Gentlemen:

     We have acted as counsel to First Commerce  Corporation  (the "Company") in
connection with the Company's  registration under the Securities Act of 1933, as
amended,  on Form S-8 (the  "Registration  Statement")  of its offering of up to
47,914  shares of common  stock,  no par value (the  "Shares"),  under the First
Commerce  Corporation  Omnibus Stock and Incentive Plan (the "Omnibus  Plan") in
connection  with the exercise of stock options and stock purchase rights granted
under the Omnibus  Plan.  As such  counsel,  we have made such legal and factual
examinations  and inquiries as we deemed  advisable for the purpose of rendering
our opinion.

     For purposes of rendering our opinion,  we have assumed that (i) the Shares
issuable  pursuant to the exercise of stock  options  granted under the terms of
the  Omnibus  Plan and the Shares  issuable  pursuant  to the  exercise of stock
purchase  rights  under the  Omnibus  Plan will  continue to be duly and validly
authorized on the dates the Shares are issued pursuant to the Omnibus Plan; (ii)
on the dates the stock  options  are  exercised  and Shares are issued the stock
options and stock  purchase  rights  granted under the terms of the Omnibus Plan
will  constitute  valid,  legal and binding  obligations of the Company and will
(subject to applicable bankruptcy,  moratorium,  insolvency,  reorganization and
other laws and legal  principles  affecting  the  enforceability  of  creditors'
rights  generally) be enforceable  against the Company in accordance  with their
terms;  (iii) no change  occurs after the date hereof in  applicable  law or the
pertinent  facts;  and (iv) the  provisions of  applicable  "blue sky" and other
state securities laws have been complied with to the extent required.

     Based on the foregoing, and subject to the assumptions set forth herein, it
is our  opinion as of the date  hereof  that the  Shares  which are to be issued
pursuant to the Omnibus Plan have been duly and validly authorized and, upon the
sale of the Shares in accordance  with the Omnibus Plan, and upon receipt of any
consideration  required  therefor,  will  be  validly  issued,  fully  paid  and
nonassessable.