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                                                                    EXHIBIT 8.1
                                            

                     July 1, 1997



National Commerce Bancorporation
National Commerce Capital Trust I
One Commerce Square
Memphis, Tennessee 38150

Ladies and Gentlemen:

       We have acted as special tax counsel to National
Commerce Bancorporation (the "Company") in connection
with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Form S-4 Registration
Statement Nos. 333-29251 and 333-29251-01 (the
"Registration Statement").  The Registration Statement
relates to the offer (the "Exchange Offer") by the
Company for all outstanding Floating Rate Capital Trust
Pass-Through Securities in exchange for registered
Floating Rate Capital Trust Pass-Through Securities (the
"Capital Securities").

       This opinion letter relates to the principal
material federal income tax consequences of the Exchange
Offer and the ownership and disposition of the Capital
Securities.  All capitalized terms used in this opinion
letter and not otherwise defined herein are used as
defined in the Registration Statement.

       The opinion set forth herein is subject to the
assumptions and conditions set forth in the Registration
Statement under the heading "United States Federal
Income Taxation" and is premised on the assumption that
all of the factual information, descriptions,
representations and assumptions set forth or referred to
in this letter and in the Registration Statement are
accurate and complete.  We have not independently
verified any factual matters relating to the Capital
Securities or the Exchange Offer in connection with or
apart from our preparation of this opinion and,
accordingly, our opinion does not take into account any
matters not set forth herein which might have been 

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disclosed by independent verification.  We have examined
the Registration Statement and such other documents as
we have deemed necessary to render our opinion expressed
below.  In our examination of such material, we have
relied upon the current and continued accuracy of the
factual matters we have considered, and we have assumed
the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the
conformity to original documents of all copies of
documents submitted to us.  Should any of the facts,
circumstances, or assumptions on which we have relied
subsequently be determined to be incorrect or
inaccurate, our conclusions may vary from those set
forth below and such variance could be material.

       Based on and subject to the foregoing, and
subject to further qualifications set forth below, it is
our opinion that the statements in the Registration
Statement under the caption "Certain Federal Income Tax
Considerations," to the extent such statements
constitute a summary of applicable United States federal
income tax law, accurately describe the material United
States federal income tax consequences of the Exchange
Offer and the ownership and disposition of the Capital
Securities.

       This opinion is based upon the Internal Revenue
Code of 1986, as amended, the Treasury regulations
promulgated thereunder and other relevant authorities
and law, all as in effect on the date hereof.  All of
the above are subject to change or modification by
subsequent legislative, regulatory, administrative or
judicial decisions which could adversely affect our
opinions.  Consequently, future changes in the law, or
administrative or judicial interpretations thereof, may
cause the tax treatment of the transactions referred to
herein to be materially different from that described
above.

       Other than the specific tax opinion set forth in
this letter, no other opinion has been rendered with
respect to the tax treatment of the Exchange Offer and
the ownership and disposition of the Capital Securities,
including, but not limited to, their tax treatment under
other provisions of the Code and the regulations, the
tax treatment of any conditions existing at the time of,

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or effects resulting from, the Exchange Offer and the
ownership and disposition of the Capital Securities that
are not specifically covered by the above opinions, or
the tax treatment under state, local, foreign or any
other tax laws.

       We hereby consent to the filing of this letter as
an exhibit to the Registration Statement and the use of
our name in the Registration Statement under the caption
"United States Federal Income Taxation."  In giving such
consent, we do not concede that this consent is required
under Section 7 of the Securities Act of 1933.

                            Very truly yours,



                            ARNOLD & PORTER