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CLYDE A. BILLINGS, JR.
Vice President and Counsel



FIRST TENNESSEE NATIONAL CORPORATION
P.O. Box 84
Memphis, TN 38101
(901) 523-5679
Cable FIRBANK

                               November 14, 1996

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 2,100,000 shares of common
stock, par value $1.25 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 may be granted to them pursuant to the
terms of the First Tennessee National Corporation 1997 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.      2,100,000 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 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.

                                        Clyde A. Billings, Jr.





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