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                                                                       EXHIBIT 5

                         [MARTIN E. SIMMONS LETTERHEAD]

                                November 15, 1996


First American Corporation
First American Center
Nashville, TN 37237

         RE:      400,000 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 Merger dated as of October 11, 1996
by and between Hartsville Bancshares, 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:

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                  (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 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.

         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
                                  Executive Vice President - Administration,
                                  General Counsel, Secretary and
                                  Principal Financial Officer

MES/prw