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                                                                       EXHIBIT 5
 
                         [MARTIN E. SIMMONS LETTERHEAD]
 
                                JANUARY 26, 1996
 
First American Corporation
First American Center
Nashville, TN 37237
 
          Re: 1,510,000 shares of the Common Stock, $5.00 Par Value Per Share,
              of First American Corporation ("FAC")
 
Gentlemen:
 
     The undersigned has participated in the preparation of a registration
statement on Form S-4 (the "Registration Statement") for filing with the
Securities and Exchange Commission with respect to shares of FAC's Common Stock
(the "Shares") which may be exchanged and issued by FAC pursuant to the terms
and conditions of an Agreement and Plan of Reorganization dated as of July 5,
1995 and a related Agreement and Plan of Merger by and between First City 
Bancorp, Inc. and FAC ("the Agreement").
 
     For purposes of rendering the opinion expressed herein, the undersigned has
examined FAC's charter and all amendments thereto; FAC's bylaws and amendments
thereto; the Agreement and such of FAC's corporate records as the undersigned
has deemed necessary and material to rendering the undersigned's opinion. The
undersigned has assumed that all documents examined by the undersigned as
originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.
 
     Further, the undersigned is familiar with and has supervised all corporate
action taken in connection with the authorization of the issuance of the subject
securities pursuant to the Agreement.
 
     Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that the Shares
have been duly authorized and when issued by FAC in accordance with the
Agreement, the Shares will be legally issued, fully paid and nonassessable.
 
     The opinion expressed above is limited by the following assumptions,
qualifications and expectations:
 
          (a) The undersigned is licensed to practice law only in the States of
     Tennessee and Virginia, and expresses no opinion with respect of the effect
     of any laws other than those of the State of Tennessee and the United
     States of America.
 
          (b) The opinion stated herein is based upon the statutes, regulations,
     rules, court decisions and other authorities existing and effective as of
     the date of this opinion, and the undersigned undertakes no responsibility
     to update or supplement said opinion in the event of or in response to any
     subsequent changes in the law or said authorities, or upon the occurrence
     after the date hereof of events or circumstances that, if occurring prior
     to the date hereof, might have resulted in different opinion.
 
          (c) This opinion has been rendered solely for the benefit of First
     American Corporation and no other person or entity shall be entitled to
     rely hereon without the express written consent of the undersigned.
 
          (d) This opinion is limited to the legal matters expressly set forth
     herein, and no opinion is to be implied or inferred beyond the legal
     matters expressly so addressed.
 
     The undersigned hereby consents to the undersigned being named as a party
rendering a legal opinion under the caption "Legal Opinion" in the Prospectus
constituting part of the Registration Statement and to the filing of this
opinion with the Securities and Exchange Commission as well as all state
regulatory bodies and jurisdictions where qualification is sought for the sale
of the subject securities.
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     The undersigned is an officer of and receives compensation from FAC and is
therefore not independent from FAC.
 
                                          Sincerely yours,
 
                                                /s/  MARTIN E. SIMMONS
                                          --------------------------------------
                                                    Martin E. Simmons