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Exhibit 5
[Letterhead of Bodman, Longley & Dahling LLP]
June 21, 1996
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center--North Tower
250 Vesey Street
New York, New York 10281-1325
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Re: Comerica Incorporated Fixed/Adjustable Rate Noncumulative Preferred
Stock, Series E
Ladies and Gentlemen:
We have acted as counsel to Comerica Incorporated, a Delaware
corporation (the "Corporation"), in connection with the Underwriting Agreement
dated as of June 18, 1996 (the "Underwriting Agreement") between the
Corporation and the Merrill Lynch & Co. and Morgan Stanley & Co. Incorporated
(collectively, the "Underwriters") providing for the issuance and sale of
5,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred Stock, Series
E (the "Securities"). This opinion is being furnished to you pursuant to
Section 6(d) of the Underwriting Agreement, and all terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Underwriting Agreement.
In arriving at the opinions expressed below, we have examined the
Underwriting
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Agreement, the Preliminary Prospectus, Prospectus, Registration Statement and
Certificate of Designation filed with the Secretary of State of the State of
Delaware on June 21, 1996 relating to the Securities. We have also examined or
caused to be examined such records of the Corporation and such agreements,
certificates of public officials, certificates of officers or representatives
of the Corporation and others, and such other documents, certificates and
corporate or other records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted as originals, and
the conformity to original documents of all documents submitted as certified or
photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Company has been duly organized and is validly existing
and in good standing under the laws of the State of Delaware with all requisite
corporate power and authority to own and operate its properties and to conduct
its business as described in the Prospectus.
(ii) The Securities conform in all material respects to the
descriptions thereof contained in the Prospectus.
(iii) The certificates for the Securities are in due and proper
form; the Securities have been duly authorized by the Corporation and, upon the
issuance and delivery of such Securities against payment therefor by the
Underwriters in accordance with and pursuant to the terms of the Underwriting
Agreement, will be duly and validly issued, fully paid and non-assessable; and
the issuance of the Securities is not subject to preemptive or other similar
rights.
(iv) To our knowledge, no consent, approval, authorization or order
of any court or governmental agency or body is required for the consummation of
the transactions contemplated in this Agreement, except for such consents,
approvals, authorizations or orders as have been obtained under the Securities
Act and such as may be required under the Exchange Act and the blue sky laws of
any jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters, as to which we express no opinion.
(v) To our knowledge, there are no contracts or other documents
which are required to be described in the Prospectus or filed as exhibits to
the Registration Statement by the Securities Act or by the Rules and
Regulations which have not been described in the Prospectus or filed as
exhibits to the Registration Statement or incorporated therein by reference as
permitted by the Rules and Regulations.
(vi) The Underwriting Agreement has been duly authorized, executed
and delivered by the Corporation; and the execution, delivery and performance
of the Underwriting Agreement by the Corporation and the consummation of the
transactions contemplated thereby will not conflict with, or result in the
creation or imposition of any material lien, charge or encumbrance upon any of
the assets of the Corporation or any of its subsidiaries pursuant to
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the terms of, or constitute a default under, any agreement, indenture or
instrument identified to us as material by the Corporation to which the
Corporation or any of its subsidiaries is a party or is bound or to which any
of their respective properties are subject, or result in a violation of the
corporate charter or by-laws of the Corporation or any of its subsidiaries or,
to our knowledge, any order, rule or regulation of any court or governmental
agency having jurisdiction over the Corporation, any of its subsidiaries or any
of their respective properties, which would have a material adverse effect on
the business, financial condition, results of operations or prospects of the
Corporation and its subsidiaries taken as a whole.
(vii) The Registration Statement has become effective under the
Securities Act and, to our knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose is pending or threatened by the Commission.
(viii) The Registration Statement, the Prospectus and each supplement
thereto (except that no opinion is expressed as to the financial statements or
other financial or statistical data included or incorporated by reference
therein) comply as to form in all material respects with the requirements of
the Securities Act and the Rules and Regulations; the documents incorporated by
reference in the Prospectus (other than the financial statements or other
financial or statistical data included or incorporated by reference therein, as
to which no opinion is expressed), when they were filed with the Commission,
complied as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder.
(ix) Each of the Corporation's subsidiaries which is a "significant
subsidiary" as defined in Regulation S-X promulgated by the Commission (each, a
"Significant Subsidiary") is a duly organized and validly existing corporation
in good standing under the laws of the jurisdiction of its incorporation with
all requisite corporate power and authority to own and operate its properties
and to conduct its business as described in the Prospectus. Each of the
Corporation and each Significant Subsidiary is duly qualified to do business as
a foreign corporation in each jurisdiction in which the nature of the business
conducted by it or in which the ownership or holding by lease of the properties
owned or held by it require such qualification and where the failure to so
qualify would, either individually or in the aggregate, have a material adverse
effect on the business, financial condition, results of operations or prospects
of the Corporation and its subsidiaries taken as a whole.
(x) The authorized and, to our knowledge, issued and outstanding
capital stock of the Corporation as of May 31, 1996 is as set forth in the
Prospectus under "Outstanding Capital Stock." All of the outstanding shares of
capital stock of each of the Corporation's Significant Subsidiaries have been
duly and validly authorized and issued and are fully paid and non-assessable
(except as provided by 12 U.S.C. Section 55 or any comparable provision of
applicable state law) and, except for directors' qualifying shares, are owned
of record and, to our knowledge, beneficially by the Corporation or a
subsidiary of the Corporation free and clear, to our knowledge, of any claims,
liens, encumbrances or security interests.
(xi) To our knowledge, there is no legal or governmental proceeding
pending or
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threatened against the Corporation or any of its subsidiaries which would
affect the subject matter of the Underwriting Agreement or is required to be
disclosed in the Prospectus which is not disclosed and correctly summarized
therein or in a document incorporated by reference therein.
(xii) The Corporation is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended; and the deposit
accounts of each of the Corporation's domestic bank subsidiaries which is a
Significant Subsidiary are insured by the FDIC to the fullest extent permitted
by law and the rules and regulations of the FDIC (except that certain deposits
that were acquired from insolvent savings associations are insured by the
FDIC's Savings Association Insurance Fund ("SAIF")), and no proceedings for the
termination of such insurance are pending or, to our knowledge, threatened.
Although we are not passing upon and do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement and the Prospectus (except as to those matters stated in
paragraph (ii) of this opinion), we have no reason to believe that (i) the
Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading or (ii) the Prospectus contains any untrue statement of a material
fact or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (except that no opinion is expressed as to the financial
statements or other financial or statistical data included or incorporated by
reference therein).
Whenever our opinion herein with respect to the existence or absence
of facts is indicated to be based on our knowledge, it is intended to signify
that during the course of our representation of the Corporation, as herein
described, no information has come to our attention which would give us actual
knowledge of the existence or absence of such facts. However, except to the
extent expressly set forth herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts, and no
inference as to our knowledge of the existence or absence of such facts should
be drawn from our representation of the Corporation. As to any facts material
to the opinion expressed herein, we did not independently establish or verify
such facts but have relied upon the statements, representations and/or
warranties contained in the Underwriting Agreement, the Registration Statement
and the Prospectus, and upon certificates, statements and representations of
officers and other representatives of the Corporation. No inquiry or
investigation independent of any of the foregoing was required by you or
performed by us to determine the accuracy or completeness thereof.
The opinions expressed herein are as of the date hereof and are
specifically qualified by reference to, and are based solely upon, laws,
rulings and regulations in effect on the date hereof and are subject to
modification to the extent such laws, rules and regulations are changed in the
future; provided, however, in rendering this opinion, we assume no obligation
to revise or supplement this opinion should any law, rulings or regulations in
effect be changed by legislative action, judicial decision, or otherwise. This
opinion is limited solely to the
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matters specifically addressed herein and we do not opine on any other matters.
In giving the foregoing opinions, we express no opinion other than as
to the laws of the State of Michigan, the Delaware General Corporation Law and
the federal laws of the United States of America.
This opinion is furnished to you solely for your benefit with respect
to your solicitation of offers to purchase Securities from the Corporation,
upon the understanding, as we have advised you and you have agreed, that we are
not hereby assuming any professional responsibility to any other person
whatsoever.
Very truly yours,
BODMAN, LONGLEY & DAHLING LLP
By: /s/ Randolph S. Perry
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Randolph S. Perry, a Partner
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