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                              EXHIBIT 5.1


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                [Letterhead of Lewis, Rice & Fingersh]



                           December 20, 1996

First Banks, Inc.
135 North Meramec Ave.
St. Louis, Missouri 63105
Attention:  Board of Directors

First Preferred Capital Trust
c/o First Banks, Inc.
135 North Meramec Ave.
St. Louis, Missouri 63105
Attention:  Administrative Trustees

Gentlemen:

     We have acted as counsel to First Banks, Inc., a Missouri
corporation (the "Company"), and First Preferred Capital Trust, a
Delaware statutory business trust ("First Capital"), in connection
with the preparation of a Registration Statement on Form S-2 (the
"Registration Statement") to be filed by the Company and First
Capital with the Securities and Exchange Commission (the "SEC") for
the purpose of registering under the Securities Act of 1933, as
amended, preferred securities (the "Preferred Securities") of First
Capital, subordinated debentures (the "Subordinated Debentures") of
the Company and the guarantee of the Company with respect to the
Preferred Securities (the "Guarantee").

     In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
(i) the certificate of trust (the "Certificate of Trust") filed by
First Capital with the Secretary of State of the State of Delaware
on December 13, 1996; (ii) the Trust Agreement, dated as of
December 12, 1996, with respect to First Capital; (iii) the form
of the Amended and Restated Trust Agreement with respect to First
Capital; (iv) the form of the Preferred Securities of First
Capital; (v) the form of the Guarantee between the Company and
State Street Bank and Trust Company, as trustee; (vi) the form of
the Subordinated Debentures; and (vii) the form of the indenture
(the "Indenture"), between the Company and State Street Bank and
Trust Company, as trustee, in each case in the form filed as an
exhibit to the Registration Statement.  We have also examined
originals or copies, certified, or otherwise identified to our
satisfaction, of such other documents, certificates, and records as
we have deemed necessary or appropriate as a basis for the opinions
set forth herein.

     In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as copies and the authenticity of the originals of such copies.  In
examining documents executed by parties other than the Company or
First Capital, we have assumed that such parties had the power,
corporate or otherwise, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and execution and
delivery by such parties of such documents and that, except as set
forth in paragraphs (1) and (2) below, such documents constitute
valid and binding obligations of such parties.  In addition, we
have assumed that the Amended and Restated Trust Agreement of First
Capital, the Preferred Securities of First Capital, the Guarantee,
the Subordinated Debentures and the Indenture, when executed, will
be executed in substantially the form reviewed by us.  As to any
facts material to the


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opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations
of officers, trustees, and other representatives of the Company, First
Capital, and others.

     We are members of the bar of the states of Missouri and
Illinois, and we express no opinion as to the laws of any other
jurisdiction.

     Based upon and subject to the foregoing and to other
qualifications and limitations set forth herein, we are of the
opinion that:

     1.    After the Indenture has been duly executed and delivered,
the Subordinated Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and
delivered and paid for as contemplated by the Registration
Statement, will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now
or hereafter in effect relating to creditors' rights generally, and
(ii) general principles of equity regardless of whether
enforceability is considered in a proceeding at law or in equity.

     2.    The Guarantee, when duly executed and delivered by the
parties hereto, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms, except to the extent that enforcement thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect relating to creditors'
rights generally, and (ii) general principles of equity regardless
of whether enforceability is considered in a proceeding at law or
in equity.

     We hereby consent to the reference to us under the caption
"Validity of Securities" in the Prospectus forming a part of the
Registration Statement and to the inclusion of this legal opinion
as an Exhibit to the Registration Statement.

                                 Very truly yours,

                                 LEWIS, RICE & FINGERSH, L.C.
                                 /s/ Lewis, Rice & Fingersh, L.C.