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                                                                       EXHIBIT 5





November 20, 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 up to  1,500,000 shares of common
stock, par value $2.50 per share, of the Company ( the "Shares"), 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 Shares
may be  issued from authorized  but unissued shares to employees of the Company
and its subsidiaries upon the valid exercise  of stock options that have been
or  may be granted and stock appreciation  rights (the "SAR's") that may be
granted in tandem with stock options to them pursuant to  the terms of the
First Tennessee National Corporation 1995 Employee  Stock Option Plan (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.      1,500,000 Shares have been duly  authorized for issuance
                 pursuant to the  terms of the Plan, which  Plan has been duly
                 adopted.

         2.      Shares subject to options which  have been granted pursuant to
                 the terms of the Plan and  are currently outstanding and
                 shares subject to  options and related SAR's which, in the
                 future, are granted pursuant to the  terms of Plan will, when
                 issued pursuant to the terms of the Plan, be validly issued,
                 fully paid and non-assessable.





         
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         3.      When  such Shares  have been  validly issued, the  rights
                 attributable  to such  Shares will  be validly issued.

In  connection with my opinion set forth in paragraph 3 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.