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                                                                       Exhibit 5




John P Sheridan
Vice President - Corporate Legal
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226


                                                                  April 20, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: COMERICA INCORPORATED - REGISTRATION STATEMENT ON FORM S-8

Dear Sir/Madam:

I am Vice President and counsel to Comerica Incorporated, a Delaware
corporation (the "Company"). This opinion is being rendered with respect to the
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 (the "Act"), as amended, 300,000 shares of the Company's Common Stock,
$5.00 par value (the "Shares"), which will have attached to them rights (the
"Rights") to acquire Series C Preferred Stock or, under certain circumstances,
Common Stock or other assets, all as more fully described in that certain
Rights Agreement and the amendment thereto incorporated by reference into the
Registration Statement as Exhibits 4.3 and 4.4, respectively (collectively, the
"Rights Agreement"), between the Company and Comerica Bank, as Rights Agent.
The Shares and the Rights are to be issued under the Comerica Incorporated
Stock Option Plan For Non-Employee Directors of Comerica Bank and Affiliated
Banks (the "Plan").





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Securities and Exchange Commission
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I have examined such certificates, instruments, and documents and reviewed such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion, and, on the basis of such examination and review, I advise you
that, in my opinion:
         1.      The Shares have been duly authorized and, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid, and
nonassessable.
         2.      The Rights have been duly authorized and, when issued in
accordance with the terms of the Plan and the Rights Agreement, will be legally
issued.
         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.  

Very truly yours,

/s/ John P. Sheridan

John P. Sheridan, Esquire
Vice President
Comerica Incorporated
Detroit, Michigan 48226
(313) 222-6160

JPS/tkw






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