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                                                                       EXHIBIT 5
CLYDE A. BILLINGS, JR.
Vice President and Counsel

FIRST TENNESSEE NATIONAL CORPORATION
P. O. Box 84
Memphis, TN  38103
(901) 523-5679
Cable FIRBANK


January 11, 1995

Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN  38103

Gentlemen:

         I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-8, Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 225,000 shares (the
"Securities") of Common Stock, par value $2.50 per share, of the Company, and
associated stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement dated as of September 7, 1989 (the
"Rights Agreement") between the Company and First Tennessee Bank National
Association, as Rights Agent (the "Rights Agent").  The Securities are to be
issued to non-employee directors of the Company who participate in the
Company's Non-Employee Directors' Deferred Compensation Stock Option Plan (the
"Plan") upon the valid exercise of stock options that may be granted to them
pursuant to the Plan.  I have examined the originals or copies, certified or
otherwise identified to my satisfaction, of such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

         Upon the basis of such examination, it is my opinion that:

         1.      Securities subject to options which in the future are validly
                 granted pursuant to the terms of the Plan will, when validly
                 issued pursuant to the terms of the Plan, be validly issued,
                 fully paid and non-assessable.

         2.      When the Securities have been validly issued, the rights
                 attributable to the Securities will be validly issued.





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Board of Directors
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January 11, 1995

         In connection with my opinion set forth in paragraph (2) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts
and circumstances existing at that time and, accordingly, is beyond the scope
of such opinion.

         The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.

         In rendering the foregoing opinion, I have relied to the extent I deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me in the Prospectus that is a
part of the Registration Statement.  In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,


Clyde A. Billings, Jr.
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Clyde A. Billings, Jr.