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Clyde A. Billings, Jr.
Vice President and Counsel

                                                                       EXHIBIT 5

First Tennessee National Corporation
P.O. Box 84
Memphis, TN  38101
(901) 523-5679
Cable FIRBANK

October 30, 1995

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

Lady and 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 that indeterminate number of Plan interests
and that indeterminate number of shares (not to exceed 1,000,000 shares) of
common stock, par value $2.50 per share, of the Company ("Common Stock"), 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 Plan participants pursuant to the terms of the First Tennessee
National Corporation Savings Plan and Trust, as amended (herein, 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 and subject to the limitations contained
herein, it is my opinion that:

         1.      That indeterminate number of shares (not to exceed 1,000,000
                 shares) of Company Commons Stock, which may be issued from
                 authorized but unissued shares by the Company under the Plan,
                 will, when issued by the Company pursuant to the resolutions
                 duly adopted by its Board of Directors on October 25, 1995,
                 (which, inter alia, fixes the amount of consideration to be
                 paid for such shares and authorizes the issuance of such
                 shares after payment of the consideration in full is actually
                 received) and the terms of the Plan, be validly issued, fully
                 paid and non-assessable.





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         2.      When such shares of Company Common Stock have been validly
                 issued, the rights attributable to such shares of Company
                 Common Stock will be validly issued.

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 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.