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                                                                       EXHIBIT 5




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



                                           March 31, 1997



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 "Corporation"). This opinion is being rendered with respect to
the registration statement on Form S-8 filed by the Corporation with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 (the "Act"), as amended, 400,000 shares of the company's
Common Stock, $5.00 par value (the "Shares"), which will have attached to them
share purchase rights (the "Rights") to acquire additional shares of the
Corporation, all as more fully described in that certain Rights Agreement
incorporated by reference into the registration statement as Exhibit 4(c) (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
Employee Stock Purchase Plan (the "Plan").

     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:





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Securities and Exchange Commission
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     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,


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

JPS/tkw





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